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Minutes Authorising the Issue of Additional Classes of Shares
The following is an example of minutes which might be used to create additional classes of shares in a company:
Minutes of a Meeting of the Board of Directors of Forming a Company Limited held at on 31 August 2013.
The following officers were present:
A company director
A company secretary
1. There was produced to the Meeting a Notice of Extraordinary General Meeting to be convened to consider the first and second Resolutions set out in the Notice as Ordinary Resolutions and the third Resolutions set out in the Notice as a Special Resolutions for the following purposes:
(a) to increase the authorised share capital of the Company from to by the creation of shares of each having the rights and restrictions as set out in the proposed amendment to the Company's Articles of Association;
(b) to grant the Directors authority to allot shares pursuant to Section 80 of the Companies Act 1985 (as amended); and
(c) to amend the Articles of Association of the Company by inserting therein as a new Article <INSERT RELEVANT ARTICLE NUMBER> the attached Article <INSERT RELEVANT ARTICLE NUMBER> which, for the purpose of identification, has been initialled by the Chairman.
2. It was resolved that:
(a) the Directors recommend to the members of the Company that they adopt the Resolutions set out in the Notice;
(b) an Extraordinary General Meeting be convened and held at on at for the purpose of considering and, if thought fit, passing the first and second Resolutions set out in the Notice as Ordinary Resolutions and the third Resolution set out in the Notice as a Special Resolution.
3. The Secretary was instructed to send a copy of the Notice to all those entitled to receive the same.
4. It was resolved that, subject to the resolutions being passed, the Secretary be instructed to file the following with Companies House:
(a) form 123;
(b) a print of the Resolutions passed at the Extraordinary General Meeting; and
(c) a copy of the amended Articles of Association of the Company.
There being no further business, the meeting was closed.