A Board Resolution For Issue of Shares is a crucial corporate governance document used in Australian companies when authorizing the issuance of new shares. This document is required under the Corporations Act 2001 (Cth) to formally record the board's decision and ensure compliance with legal requirements and the company's constitution. It is typically used during capital raising, employee share schemes, business acquisitions, or strategic investments. The resolution must specify key details such as the number and class of shares, issue price, recipient information, and any special conditions attached to the shares. For listed companies, additional considerations regarding ASX Listing Rules compliance must be included. The document serves as evidence of proper corporate governance and is essential for maintaining accurate company records.
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1. Meeting Details: Date, time, location of board meeting, and directors present
2. Quorum: Confirmation that a quorum was present as per company constitution
3. Chairperson: Identity of the meeting's chairperson
4. Background: Context for the share issue, including business rationale and compliance with company constitution
5. Declarations of Interest: Any directors' interests in the resolution to be disclosed
6. Share Issue Details: Number and class of shares to be issued, issue price, and payment terms
7. Consideration: Details of the consideration for the shares (cash or non-cash)
8. Compliance Statement: Confirmation of compliance with Corporations Act and constitution
9. Resolution: Formal resolution text approving the share issue
10. Authorization: Authority for officers to execute necessary documents
11. Closure: Signature of chairperson and date of signing
1. Pre-emptive Rights Waiver: Required if existing shareholders have pre-emptive rights that need to be waived
2. ASX Compliance: Required for listed companies, addressing compliance with ASX listing rules
3. FIRB Approval: Required if shares are being issued to foreign investors requiring FIRB approval
4. Share Rights and Restrictions: Required if issuing a new class of shares or shares with special rights
5. Capital Raising Purpose: Detailed explanation required if part of a larger capital raising initiative
6. Prospectus/Disclosure Exemption: Required if relying on specific disclosure exemptions under the Corporations Act
1. Schedule 1 - Share Allocation Details: List of share recipients, number of shares, and consideration amount
2. Schedule 2 - Share Terms: Detailed terms and conditions attaching to the shares being issued
3. Schedule 3 - Form of Share Certificate: Template of share certificate to be issued
4. Appendix A - Supporting Documents: Copies of relevant supporting documentation (e.g., subscription agreements, FIRB approval)
5. Appendix B - Constitutional Extract: Relevant extracts from company constitution regarding share issues
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Retail
Healthcare
Mining
Real Estate
Professional Services
Energy
Communications
Agriculture
Construction
Education
Transport and Logistics
Relevant Teams
Legal
Corporate Governance
Finance
Board Secretariat
Compliance
Corporate Advisory
Share Registry
Executive Management
Investment Relations
Relevant Roles
Company Director
Company Secretary
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Compliance Officer
Corporate Governance Manager
Board Chairman
Finance Manager
Investment Relations Manager
Share Registry Officer
Corporate Advisory Manager
Executive Director
Non-Executive Director
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