Allotment Definition

GLOSSARY

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What does Allotment mean?

shares in a company are taken to be allotted when a person acquires the unconditional right to be included in the company’s register of members in respect of the shares (Companies Act 2006, s 558). Allotment is followed by the issue of the shares.

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Allotment of shares and disapplication of pre-emption rights—listed company—checklist

Allotment of shares and disapplication of pre-emption rights—listed company—checklist STOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024, which included the removal of the premium and standard listing segments and the creation of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories such as the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook came into force to implement the changes and the previous Listing Rules sourcebook was revoked. For further information see Practice Note: Reform of the UK listing regime—fundamentals. This Checklist reflects the listing regime as it was prior to 29 July 2024. 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 checklist sets out...

Tailoring a shelf company limited by shares—checklist

Tailoring a shelf company limited by shares—checklist STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023. It is intended to enhance corporate transparency in the UK, principally through Companies House reforms and amendments to provisions of the Companies Act 2006. It also seeks to modernise the regulatory framework for limited partnerships and create stronger powers to tackle economic crime. ECCTA 2023 is to come into force in stages. A number of its provisions came into force on 4 March 2024 and may impact this content. For further information, see Practice Notes: Implementation of the Economic Crime and Corporate Transparency Act 2023 and The Economic Crime and Corporate Transparency Act 2023, particularly the legislation and consultation tracker. A person wishing to set up a new company has the following options: • they can incorporate a new company in accordance with the Companies Act 2006 (CA 2006), which is tailored to meet its specific requirements upon incorporation (a tailor-made company), or • they can...

Preparing for and conducting the completion meeting in a share purchase transaction

Preparing for and conducting the completion meeting in a share purchase transaction This Practice Note is part of the Share purchase transaction toolkit. At completion, the requisite formalities to complete and implement the transaction are undertaken, including the execution of the stock transfer form and delivery and execution of all completion deliverables as set out in the share purchase agreement (SPA). Exchange (the signing of the SPA) and completion may occur simultaneously or may be split, depending on whether the agreement for the transaction is unconditional or conditional, respectively. In addition, exchange and completion may occur in face-to-face meetings or virtually (via telephone and email). See Practice Note: Issues arising where there is split exchange and completion—share and asset purchases. Preparations for the completion meeting Prepare list of documents/completion agenda A list of documents, setting out the documents that need producing and detailing who has responsibility for producing each document, should be prepared well in advance of completion. The list should set out a timetable for...

Subscription agreement—first time issuer's guide

Subscription agreement—first time issuer's guide The aim of this Practice Note is to provide information and practical guidance on English law subscription agreements to lawyers advising first time issuers of debt securities. This Practice Note focuses on first time issuers because debt capital markets documentation for subsequent issues tends to follow very closely the documentation which the issuer used for its first issue—the documentation stage of the first issue is therefore the time when an issuer and its advisers have an opportunity to consider the documentation in depth and (within the constraints imposed by accepted debt capital markets practice) to influence the form of the documentation. This Practice Note assumes that first time issuers are not likely to be the major corporates, financial institutions, multilateral agencies (like the World Bank) or sovereigns which traditionally raise funds in the international investment-grade public debt capital markets, but rather issuers which may be active in particular sectors of the debt capital markets when market conditions are favourable or funding from other...

Discover our 237 Practice Notes on Allotment

Proxy form for a general meeting—open offer

Proxy form for a general meeting—open offer Company number: [insert company name] [insert company name] PLC (the Company) Form of proxy for a general meeting Before completing this form please read the explanatory notes [I OR We] [insert name of shareholder[s]] as [a] member[s] of the Company appoint [insert name of proxy] [insert information about shares] Name of proxy Shares to which proxy appointment relates Leave blank if you are only appointing one proxy or, if no one is named in the box as proxy, the chair of the meeting as [my OR our] proxy to exercise all or any of [my OR our] rights to attend and speak for [me OR us] and on [my OR our] behalf at the general meeting of the Company to be held at [insert time] on [insert date] (and at any adjournment of the meeting) and to vote and/or abstain on the specified resolutions as indicated below, and as the proxy thinks fit on any other...

Board minutes—private limited company—first meeting

Board minutes—private limited company—first meeting company number: [insert number] [INSERT COMPANY NAME] LIMITED Minutes of a meeting of the board of directors (the Meeting) of [insert full name of company] (the Company) Held at [insert place of meeting] On [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] by [insert other means]] [ In attendance:] [[Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any advisers)]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the Meeting. The Chair reported that proper notice of the Meeting had been given in accordance with the Company’s articles of association (the Articles) and that a quorum was present. Accordingly,...

Dive into our 158 Precedents related to Allotment

What date should be entered into the PSC register following an allotment of shares to an individual? Should it be the date of allotment, or, if different, the date when the shares are actually issued (when the details of the individual are entered into the register of members)?

What date should be entered into the PSC register following an allotment of shares to an individual? Should it be the date of allotment, or, if different, the date when the shares are actually issued (when the details of the individual are entered into the register of members)? The terms 'allotment' and 'issue' are often used interchangeably in relation to new shares in the capital of a company, however, the terms do have distinct legal meanings. Shares in a company are allotted when a person acquires the unconditional right to be included in the register of members in respect of those shares. The subsequent issue of those shares is when the name of the person to whom the shares have been allotted is entered on the register of members of the company in respect of them. Allotment creates a right for a person to be registered as a member of a company, but only once a share has been issued can that person exercise his rights as...

Does a public company which allots shares as opposed to paying cash as consideration for a target private limited company's shares act in contravention of the Companies Act 2006, s 586?

Does a public company which allots shares as opposed to paying cash as consideration for a target private limited company's shares act in contravention of the Companies Act 2006, s 586? Allotting shares in a public company: In terms of an allotment of shares our Practice Note: Allotment and issue of shares—introductory points provides useful guidance on the issue, including relating to preliminary considerations, payment for shares allotted and post-allotment actions. The preliminary considerations will be relevant as the articles of association of the company may contain any general restrictions in relation to the allotment of shares, and also whether there are pre-emption rights that will apply to the proposed allotment. Depending on whether the public company in question is a listed or unlisted public company, the following two Practice Notes: Allotment and issue of shares—listed public companies and Allotment and issue of shares—private companies with more than one class of share and public unlisted companies may be useful. Both Practice Notes discuss the procedure for...

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Share Incentives weekly highlights—1 August 2024

This week's edition of Share Incentives weekly highlights includes: (1) HMRC’s Employment Related Securities Bulletin 56 and (2) the FCA’s new consultation paper on the Public Offers and Admissions to Trading Regulations regime, which it has published as part of a wider package of measures designed to help strengthen the UK’s capital markets.

Corporate weekly highlights—1 August 2024

This week's edition of Corporate weekly highlights includes news of publication of the FCA’s consultation on the prospectus regime reform, and updated forms and checklists for the new UK listing regime. The highlights also include publication by the European Commission of an FAQ on the EU Corporate Sustainability Due Diligence Directive, and the Takeover Appeal Board’s decision on Code breaches in relation to MWB Group.

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