Under the Companies Act 2006 directors of private limited companies having only one class of shares can allot further shares of that class without prior authorisation from the members, subject to any rights of pre-emption.

A private limited company with only one class of shares can disapply pre-emption rights by including a power in its Articles of Association or by Special Resolution.

Pre-emption Rights on shares are rights for existing shareholders to have first refusal on the issue of new shares by a company. Pre-emption Rights are used to protect shareholders against dilution of their shareholdings.

This Special Resolution – Disapplication of Pre-Emption Rights template is compliant with the Companies Act 2006; it is in Microsoft Word format, written in plain English, easy to use and edit.