There are different ways of controlling the power of directors to issue shares, as follows:
- exclude the Board’s power to increase the number of authorised shares so that the shareholders will have to resolve by special resolution to amend the number of authorised shares in the MOI. Subsequently, there will be no authorised but unissued shares that could potentially be issued by the Board.
- subject the Board’s power to issue any shares to approval by special resolution of the shareholders;
- subject the Board’s power to issue any shares to a greater restriction or a more onerous requirement than would apply under section 38 as an unalterable provision.