Share allotment and pre-emption (UK)
Directors need a power to allot under the Companies Act 2006 and the constitution: a private company with one class generally has the statutory power to allot shares of that class unless its articles restrict it; other cases may require authority under section 551. Statutory pre-emption can require specified equity securities for cash to be offered first to existing ordinary shareholders in proportion to holdings, subject to exceptions and valid disapplication. A rights issue offers existing shareholders a right to subscribe; a bonus issue capitalises reserves instead of requiring a fresh subscription.
Worked example
A private company plans a cash allotment to a new investor. Directors check authority and whether a pre-emption offer or valid disapplication is required.
Common mistake
Assuming directors always need a fresh shareholder resolution or that pre-emption applies to every allotment without exception.
Where it appears in your exams
| Qualification | Exam | Relationship | Period |
|---|---|---|---|
| ACCA | LW (ENG) | Direct | September 2026–June 2027 |
| ACCA | LW (GLO) | Direct | September 2026–June 2027 |
