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Board Resolution For Grant Of Options for the United Kingdom

Board Resolution For Grant Of Options Template for England and Wales

A Board Resolution for Grant of Options is a formal document recording the board's decision to grant share options under English and Welsh law. It documents the board's approval of option grants, including details of recipients, number of shares, exercise price, and vesting conditions. The resolution must comply with the Companies Act 2006 and relevant tax legislation, particularly for tax-advantaged schemes like EMI options.

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Board Resolution For Grant Of Options

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What is a Board Resolution For Grant Of Options?

A Board Resolution For Grant Of Options is a critical corporate document required when a company's board decides to grant share options to employees, directors, or other eligible individuals. Under English and Welsh law, this resolution serves as official evidence of the board's decision and forms part of the company's statutory records. It typically includes details of the option scheme, recipient information, exercise prices, vesting schedules, and confirms compliance with relevant legislation and the company's articles of association. This document is particularly important for tax purposes and corporate governance requirements.

What sections should be included in a Board Resolution For Grant Of Options?

1. Title and Date: Identifying information and date of resolution

2. Present: List of directors present at the meeting

3. Chairperson: Identification of meeting chair

4. Quorum: Confirmation of valid quorum

5. Background: Context for the option grant decision

6. Resolutions: Formal decisions regarding option grants

7. Close: Formal closing of meeting

8. Signature: Chairman's signature and date

What sections are optional to include in a Board Resolution For Grant Of Options?

1. Declarations of Interest: Required if any directors have interests to declare in relation to the option grants

2. Previous Minutes: Approval of previous meeting minutes if required

3. Specific Option Terms: Detailed terms of options being granted when terms differ from standard scheme rules

What schedules should be included in a Board Resolution For Grant Of Options?

1. List of Option Recipients: Details of individuals receiving options and quantities

2. Option Terms: Standard terms of the options being granted

3. Valuation Evidence: Supporting documentation for share valuation

4. Share Option Plan Rules: Reference to or extract of relevant scheme rules

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions




























Clauses






















Industries

Companies Act 2006: Primary legislation governing company operations in the UK, covering board meetings, resolutions, directors' duties, and company record-keeping requirements

Financial Services and Markets Act 2000: Regulatory framework for financial instruments and financial promotions, relevant if the options constitute regulated financial instruments

Employment Rights Act 1996: Legislative framework governing employment rights, particularly relevant if options are being granted as part of employee remuneration packages

Income Tax (Earnings and Pensions) Act 2003: Tax legislation governing the treatment of share options and requirements for tax-advantaged schemes

Enterprise Management Incentives (EMI) legislation: Specific legislation under Schedule 5 of the Income Tax Act 2003 governing EMI schemes and their implementation

Company Share Option Plan (CSOP) rules: Regulations under Schedule 4 of the Income Tax Act 2003 governing the implementation and operation of CSOP schemes

UK Listing Rules and Market Abuse Regulation: Regulatory requirements for listed companies regarding disclosure and prevention of insider dealing in relation to share options

Data Protection Act 2018 and UK GDPR: Legislation governing the handling and protection of personal data of option holders

Corporate Governance Code: Best practice guidelines for corporate governance, including recommendations on remuneration and option grants

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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