ABSTRACT
Section 80 requires that the directors of a company have the consent of members prior to the issue of any shares. The authority must state the maximum number of securities over which it is given, and the maximum length of any such authority is five years (see above, 7.2). An elective resolution passed pursuant to s 80A will enable the authority to be given for any fixed period exceeding five years or for an indefinite period of time. The authority may be revoked or varied in general meeting and a fixed period can be renewed. If an election is subsequently revoked and the s 80 authority was given for an indefinite period or for more than five years, then the authority will expire forthwith if the authority was given more than five years ago; otherwise, the authority will continue to have effect until the expiry of five years (s 80A(7)). Section 80 authority can only be given in relation to existing share capital and, therefore, even if the directors have authority to issue shares pursuant to s 80 for an indefinite period of time, any subsequent increase in share capital will necessitate a new authority to be obtained.
