Allotment and issue of shares—private companies with one class of shares
Allotment and issue of shares—private companies with one class of shares

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Allotment and issue of shares—private companies with one class of shares
  • Preliminary considerations
  • Allotment of shares of the same class
  • Allotment formalities
  • Payment methods
  • Documents to be filed with Companies House
  • Other requirements following allotment
  • Penalties

The allotment and issue of shares is governed by statutory rules, which differ according to the type of company which is proposing the allotment (private or public, listed or unlisted) and whether that company has a single or multiple classes of shares.

This Practice Note considers the allotment and issue of shares by a private company with a single class of shares that proposes to allot shares of the same class. For general information on allotments by all companies, see Practice Note: Allotment and issue of shares—introductory points. For information on the allotment and issue of shares for other types of companies, see Practice Notes: Allotment and issue of shares—private companies with more than one class of share and public unlisted companies and Allotment and issue of shares—listed companies.

Subject to certain exceptions, a director of a private company with only one class of shares in issue that proposes to allot shares of the same class as that in existence must not exercise any power of the company to allot shares in the company (or to grant rights to subscribe for, or to convert any security into, such shares), except in accordance with section 550 of the Companies Act 2006 (CA 2006). If the proposed allotment by a private company with only one class of shares in issue is to create a