<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
(the "Company")

Company No: [COMPANY NUMBER]

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 an ordinary resolutions (in the case of the first resolutions) and a special resolution (in the case of the second resolution) (the “Resolutions”).

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 the articles of association of the company be amended by inserting therein the attached new article ,which, for the purpose of identification, has been initialled by the chairman.”

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]

Company Name Ltd
(the "Company")

Company No: [COMPANY NUMBER]

The Companies Act 2006 

On the [DATE] the following written resolutions (such resolutions being passed as ordinary resolutions (in the case of the first resolution) and a special resolution (in the case of the second resolution) were approved by the eligible members pursuant to sections 288 to 300 of the Companies Act 2006:

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 the articles of association of the Company be amended by inserting therein the attached new article ,which, for the purpose of identification, has been initialled by the chairman.”

………………………………
Chairman