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Section 571: Disapplication of pre-emption rights by special resolution

Companies Act 2006 · 2006 c. 46View on legislation.gov.uk

Part 17: A company's share capital — Chapter 3: Allotment of equity securities: existing shareholders' right of pre-emption

Where the directors of a company are authorised for the purposes of section 551 (power of directors to allot shares etc: authorisation by company), whether generally or otherwise, the company may by special resolution resolve that section 561 (existing shareholders' right of pre-emption)—

does not apply to a specified allotment of equity securities to be made pursuant to that authorisation, or
applies to such an allotment with such modifications as may be specified in the resolution.

Where such a resolution is passed the provisions of this Chapter have effect accordingly.

Notwithstanding that any such resolution has expired, the directors may allot equity securities in pursuance of an offer or agreement previously made by the company if the resolution enabled the company to make an offer or agreement that would or might require equity securities to be allotted after it expired.

A special resolution under this section, or a special resolution to renew such a resolution, must not be proposed unless—

it is recommended by the directors, and
the directors have complied with the following provisions.

Before such a resolution is proposed, the directors must make a written statement setting out—

their reasons for making the recommendation,
the amount to be paid to the company in respect of the equity securities to be allotted, and
the directors' justification of that amount.

The directors' statement must—

if the resolution is proposed as a written resolution, be sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him;
if the resolution is proposed at a general meeting, be circulated to the members entitled to notice of the meeting with that notice.

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This legislation text comes from legislation.gov.uk. Contains public sector information licensed under the Open Government Licence v3.0. These source and reuse terms cover the legislation text, not Remedy's commentary.

Reuse reviewed 21 August 2026 under Open Government Licence v3.0.