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Board Resolution For Issue Of Shares for Australia

Board Resolution For Issue Of Shares Template for Australia

A Board Resolution for Issue of Shares is a formal corporate document used in Australia that records the decision of a company's board of directors to issue new shares. The document must comply with the Corporations Act 2001 (Cth) and the company's constitution, detailing the specific terms of the share issue including the number of shares, share class, issue price, and recipient details. It serves as official evidence of the board's approval and provides the legal foundation for the share issuance process, including any necessary regulatory compliance requirements.

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Board Resolution For Issue Of Shares

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What is a Board Resolution For Issue Of Shares?

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.

What sections should be included in a Board Resolution For Issue Of Shares?

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

What sections are optional to include in a Board Resolution For Issue Of Shares?

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

What schedules should be included in a Board Resolution For Issue Of Shares?

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

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Australia

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
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

Industries





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