authority to issue shares

the shares of a company, apart from those taken by the subscribers of the memorandum, are issued by the board of directors (subject to the condition that they may not issue shares beyond the amount fixed as the authorised capital of the company). The directors may issue shares only for an authorised purpose and in the best interests of the company. The authority that the directors require has to be given by an ordinary resolution of the general meeting or in the articles. Authority may be given for a particular issue or generally, and it may be unconditional or subject to conditions; the authority must state the maximum amount of the relevant securities that may be allotted thereunder and the date on which it is to expire. Except in the case of a private company, the authority of the directors to issue relevant securities is limited to five years; this authority may be renewed from time to time by an ordinary resolution of the general meeting for further periods not exceeding five years.