TEMPLATE Directors Minutes

http://www.companiesmadesimple.com/project/upload/files/board-minutes-for-the-bonus-issue-of-shares.rtf 

You're right - I've attached wrong link (using phone).

Will try get the correct one shortly when I can get on a laptop!

Not sure if it's still around because it predates the internet but the book "The Company Secretary's Guide" by DV Gibbons has loads of drafts you can use.

I was given a copy as a "mature" employee back in 1992 but I still find it useful. 

When I did something similar...

Hi CA-London

I did this a couple of times - not long before the 2006 Companies Act came into effect, so in the example below, I've changed 1985 to 2006.  

Looking back, there were Written Shareholders Resolutions and new Articles of Association (only..!).  The Resolutions went like this:

                                                         XY Ltd

WRITTEN SHAREHOLDERS’ RESOLUTION

20 June 201_

COMPANIES ACT 2006

PRIVATE COMPANY LIMITED BY SHARES

ORDINARY RESOLUTIONS OF

XY LIMITED

Company number  12345678

Pursuant to the Articles of Association of the Company, we, the undersigned being all the members of the Company entitled to attend and vote at a General Meeting of the Company hereby agree and confirm that the following resolutions shall be as valid and effectual as if they had been passed as special resolutions at a General Meeting of the Company duly convened and held accordingly we hereby resolve:

1.      THAT the authorised share capital be increased from £100 to £300 by the creation of an additional 100 “A” ordinary shares of £1 each, and £100 “B” ordinary shares of £1 each.

2.      THAT the articles of association of the company be altered as follows:

By the replacement of article 7 with a new article 7 as set out in the attached document

_____________________                              ______________________

Mr X                                                                                       Mr Y

And the new Article 7, like this:

. The share capital of the company is sub-divided so as to create three classes of shares, ranking

    parri passu, known as ordinary shares, ordinary A shares and ordinary B shares

This may help - I hope it does.

issue of shares

Directors may not issue unissued shares acting alone. First they must receive approval to do so at the AGM. If the issue is in cash,they must be offered to existing shareholders in proportion to the amount of share they already hold. However the meeting may dispense with this requirement.

May I recommend to you the ICSA Code of Good Boardroom Practice, which though not mandatory, contains a number of principles for use by company secretaries and directors. The company secretary should where possible attend meetings of directors to ensure that they are properly administered and ensure full and accurate minutes are made.

The share capital may be increased though as songb1rd states articles of association of the company will be required to be altered.