Board Minutes and Shareholder Resolution Sub-Dividing the Share Capital

Updated for 2014

In order for a company to sub-divide its authorised share capital, it must hold a formal meeting of the board of directors at which the sub-division of the share capital is formally approved. In addition, the shareholders must approve the sub-division of the share capital.

These board minutes and shareholder resolutions enable a company to re-designate its authorised and issued share capital. These documents come complete with all the instructions and guidance necessary to enable you to make the required sub-divisions.

Further details are set out below.

See below for a full product description
 

In order for a company to sub-divide its share capital, there are a number of procedural requirements that the company must first comply with. The relevant steps for sub-dividing the share capital are set out below.

1. The company will need to convene a meeting of its board of directors at which the directors resolve to approve the sub-division of the share capital of the company subject to shareholder approval.

2. Once the board has approved the sub-division of the share capital, the meeting of the board of directors will be adjourned temporarily to allow the shareholders to consider the resolution put to them by the board in relation to the sub-division of the share capital. Assuming that the shareholders are happy with the resolution they will be asked to sign it and thereby approve the sub-division of the share capital.

The written resolution must be signed by all shareholders entitled to attend and vote at general meetings of the shareholders.

If all shareholders are not willing to sign the resolution or if the articles of association of the company do not allow for the passing of written resolutions (and the vast majority do), then the Company may still pass the resolution by convening an extraordinary general meeting (“EGM”) of the shareholders. As the resolution required to sub-divide the company’s share capital is a special resolution, the resolution at the EGM will need to be approved by in excess of 75% of the votes cast at the meeting (note this is 75%+ of the votes cast at the meeting not 75%+ of the shareholders or 75% of the total number of votes which could have been cast at the meeting had all shareholders voted).

Documents necessary to convene an EGM of a company can be downloaded from www.enodare.ie.

Once the shareholders have approved the resolution to sub-divide the share capital of the company, the board of directors will reconvene its meeting and take note of that fact.

3. The directors will instruct the secretary to make the appropriate filings in the Companies Registration Office.

Details of all required filings are set out in this pack.

The documents in this pack have been drafted by solicitors and are easy to complete. They come complete with easy to understand guidance notes and instructions on completing them.



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You will be using tried and tested documents specifically tailored to comply with the various legal requirements applicable under Irish law
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Your documents will contain advanced solicitor approved provisions not usually found in standard run of the mill online documents
 
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