Companies Act (Cap. 386), article 85

85. (1) Any increase in the issued share capital of a company shall be decided upon by an ordinary resolution of the company, unless the memorandum or articles require a higher percentage than that required for an ordinar y resolution by article 135(2): Provided that the memorandum or articles, or an extraordinary resolution of a company may permit either: (a) the board of directors to issue shares up to a maximum amount as may be specified in the same memorandum or articles, or extraordinary resolution, which permission shall be for a maximum period of five years, renewable by ordinary resolution for further maximum periods of five years each; or (b) the general meeting to authorise by ordinary resolution the board of directors to issue shares up to a maximum amount as may specified in the same memorandum or articles, or in the extraordinary resolution, which permission shall be for a maximum period of five years, 56 CAP. 386.] COMP ANIES renewable by ordinary resolution for further maximum periods of five years each. (2) Where there are several classes of shares, any resolution referred to in sub-article (1) s hall be subject to a separate v ote for each class of shareholders whose rights are affected by such resolut ion, and the provisions relating to the majority required for the resolu tion shall apply for each class. (3) A copy of any such ordinary or extraordinary resolution referred to in sub-articles (1) and (2) shall be delivered to t he Registrar for registration, within fourteen days after the date of the relative resolution, failing which every officer of the company who is in default shall be liable to a penalty, and for every day d uring which the default continue s, to a further penalty. (4) The provisions of sub-articles (1) to (3) shall apply to the issue of all securities which ar e convertible into shares or wh ich carry the right to subscribe for shares, but not to the convers ion of such securities, nor t o the exercise of th e right to subscribe. (5) Where an increase in the issued share capital is not fully taken up, that issue shall be deemed not to have taken effect: Provided that if the conditions of the issue so provide, the issued share capital shall be increased by the amount of subscr iptions received. Amount paid up on allotment of shares in a public company.