<Please note that if a private company has only one class of shares, the directors may exercise any power of the company to allot shares of that class without a shareholder resolution, except where prohibited from doing so by the company's articles. If a company has a single class of shares and is not prohibited from allotting such shares by its articles, then the s551 authority stated in the resolutions below is not required and the draft minutes should be amended accordingly. If in any doubt, you should seek professional advice.>

Company Name Ltd

Company No: [COMPANY NUMBER]
 (the "Company")

Companies Act 2006

Written Resolutions of the Members 
(Proposed by the Directors)

In accordance with Part 13, Chapter 2 of the Companies Act 2006, the board of directors propose that the resolutions set out below be submitted to the eligible members of the Company as written resolutions and passed as ordinary resolutions (the "Resolutions").

Ordinary Resolutions

1.	"That the directors be and they are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise any power of the Company to allot and grant rights to subscribe for or to convert securities into shares of the Company up to a maximum nominal amount equal to the nominal amount of the authorised but unissued share capital at the date of the passing of this resolution. Provided that the authority hereby given shall expire 5 years after the passing of this resolution unless previously renewed or varied save that the directors may, notwithstanding such expiry, allot any shares or grant any such rights under this authority in pursuance of an offer or agreement so to do made by the Company before the expiry of this authority."

2.	"That upon the recommendation of the directors the sum of £[AMOUNT] being part of the amount standing to the credit of the Company's <Profit and Loss account – note specify reserves to be capitalised> be capitalised and appropriated as capital to and amongst the holders of the [SHARE CLASS] shares of £[AMOUNT] each in the capital of the Company whose names appear in the register of members as at the close of business on [DATE] and that the directors be authorised and directed to apply such sum in paying up in full [NO. OF SHARES, SHARE CLASS AND VALUE] each in the capital of the Company and to allot and distribute such new Ordinary shares credited as fully paid to and amongst the holders of the [SHARE CLASS] shares at the rate of [NO. OF SHARES] such new [SHARE CLASS] shares for every existing 0 share(s) held by them."

We being the eligible members of the Company hereby signify our irrevocable agreement to the Resolutions in accordance with the acceptance procedure set out below.

The Members:

[SHARE VALUE AND CLASS] shareholders:

……………………………………………….....           Date of Signature ..............................
[DIRECTOR]

Written Resolution - Acceptance Procedure

Members who agree to the Resolution(s), MUST notify the Company of their approval using one of the methods specified below by [DATE]. Failure to do so will render all such approvals invalid.
To signify consent to the Resolution(s), members should indicate their agreement by signing and dating this document where shown above, and thereafter deliver it to [THE COMPANY SECRETARY AT ADDRESS] [PERSON'S NAME AND ADDRESS] by means of:
[delivering the document by hand; or]

[sending the document by post; or]

[transmitting the document by fax to <fax number> addressed to the person indicated above; or]

[using a web-link [company to detail procedure]; or]

[sending an e-mail to [email address] [attaching a scanned copy of the signed and dated document]].

[If Members return the document by post, their agreement to the Resolution(s) will not be accepted by the Company if the person to whom the document has been addressed has not received it by the date specified above.]
Members do not need to take any action if they do not agree to the Resolution(s).

Company Name Ltd

Company No: [COMPANY NUMBER]

The Companies Act 2006

On the [DATE] the following written resolutions (such resolutions being passed as ordinary resolutions) were approved by the eligible members pursuant to sections 288 to 300 of the Companies Act 2006.

Ordinary Resolutions

1.	"That the directors be and they are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise any power of the Company to allot and grant rights to subscribe for or to convert securities into shares of the Company up to a maximum nominal amount equal to the nominal amount of the authorised but unissued share capital at the date of the passing of this resolution. Provided that the authority hereby given shall expire 5 years after the passing of this resolution unless previously renewed or varied save that the directors may, notwithstanding such expiry, allot any shares or grant any such rights under this authority in pursuance of an offer or agreement so to do made by the Company before the expiry of this authority."

2.	"That upon the recommendation of the directors the sum of £[AMOUNT] being part of the amount standing to the credit of the Company's <Profit and Loss account – note specify reserves to be capitalised> be capitalised and appropriated as capital to and amongst the holders of the [SHARE CLASS] shares of £[AMOUNT] each in the capital of the Company whose names appear in the register of members as at the close of business on [DATE] and that the directors be authorised and directed to apply such sum in paying up in full [NO. OF SHARES, SHARE CLASS AND VALUE] each in the capital of the Company and to allot and distribute such new Ordinary shares credited as fully paid to and amongst the holders of the [SHARE CLASS] shares at the rate of [NO. OF SHARES] such new [SHARE CLASS] shares for every existing 0 share(s) held by them."

………………………………
Chairman