Section 44 — Companies Act 1993: Shareholder approval for issue of shares

44 Shareholder approval for issue of shares (1) Notwithstanding section 42 of this Act, if shares cannot be issued by reason of any limitation or restriction in the company's constitution, the board may issue shares if the board obtains the approval for the issue in the same manner as approval is required for an alteration to the constitution that would permit such an issue. (2) Subject to the terms of the approval, the shares may be issued at any time, to any person, and in any number the Board thinks fit. (3) Within 10 working days of approval being given under subsection (1) of this section, the board must ensure that notice of that approval in the prescribed form is delivered to the Registrar for registration. (4) Nothing in this section affects the need to obtain the approval of an interest group in accordance with section 117 of this Act (which relates to the alteration of shareholders' rights) if the issue of shares affects the rights of that interest group. (5) A failure to comply with this section does not affect the validity of an issue of shares. (6) If the board of a company fails to comply with subsection (3) of this section, every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2) of this Act.