• Chapter 7 Chapter 7 Classes Of Share And Class Rights

    • Introductory

      • 570. Classes of shares

        (1) For the purposes of these Regulations shares are of one class if the rights attached to them are in all respects uniform.
        (2) For this purpose the rights attached to shares are not regarded as different from those attached to other shares by reason only that they do not carry the same rights to dividends in the 12 months immediately following their allotment.

    • Variation Of Class Rights

      • 571. Variation of class rights: companies having a share capital

        (1) This section is concerned with the variation of the rights attached to a class of shares in a company having a share capital.
        (2) Rights attached to a class of a company’s shares may only be varied-
        (a) in accordance with provision in the company’s articles for the variation of those rights, or
        (b) where the company’s articles contain no such provision, if the holders of shares of that class consent to the variation in accordance with this section.
        (3) This is without prejudice to any other restrictions on the variation of the rights.
        (4) The consent required for the purposes of this section on the part of the holders of a class of a company’s shares is-
        (a) consent in writing from the holders of at least three-quarters of the issued shares of that class (excluding any shares held as treasury shares), or
        (b) a special resolution passed at a separate general meeting of the holders of that class sanctioning the variation.
        (5) Any amendment of a provision contained in a company’s articles for the variation of the rights attached to a class of shares, or the insertion of any such provision into the articles, is itself to be treated as a variation of those rights.
        (6) In this section, and (except where the context otherwise requires) in any provision in a company’s articles for the variation of the rights attached to a class of shares, references to the variation of those rights include references to their abrogation.

      • 572. Variation of class rights: companies without a share capital

        (1) This section is concerned with the variation of the rights of a class of members of a company where the company does not have a share capital.
        (2) Rights of a class of members may only be varied-
        (a) in accordance with provision in the company’s articles for the variation of those rights, or
        (b) where the company’s articles contain no such provision, if the members of that class consent to the variation in accordance with this section.
        (3) This is without prejudice to any other restrictions on the variation of the rights.
        (4) The consent required for the purposes of this section on the part of the members of a class is-
        (5) Any amendment of a provision contained in a company’s articles for the variation of the rights of a class of members, or the insertion of any such provision into the articles, is itself to be treated as a variation of those rights.
        (6) In this section, and (except where the context otherwise requires) in any provision in a company’s articles for the variation of the rights of a class of members, references to the variation of those rights include references to their abrogation.

      • 573. Variation of class rights: saving for Court’s powers under other provisions

        Nothing in section 571 or 572 (variation of class rights) affects the power of the Court under-
        (a) section 82 (application to cancel resolution for public company to be re-registered as private),
        (b) Part 25 (arrangements and reconstructions), or
        (c) Part 28 (protection of members against unfair prejudice).

      • 574. Right to object to variation: companies having a share capital

        (1) This section applies where the rights attached to any class of shares in a company are varied under section 571 (variation of class rights: companies having a share capital).
        (2) The holders of not less in the aggregate than 15% of the issued shares of the class in question (being persons who did not consent to or vote in favour of the resolution for the variation) may apply to the Court to have the variation cancelled.
        For this purpose any of the company’s share capital held as treasury shares is disregarded.
        (3) If such an application is made, the variation has no effect unless and until it is confirmed by the Court.
        (4) Application to the Court-
        (a) must be made within 21 days after the date on which the consent was given or the resolution was passed (as the case may be), and
        (b) may be made on behalf of the shareholders entitled to make the application by such one or more of their number as they may appoint in writing for the purpose.
        (5) The Court, after hearing the applicant and any other persons who apply to the Court to be heard and appear to the Court to be interested in the application, may, if satisfied having regard to all the circumstances of the case that the variation would unfairly prejudice the shareholders of the class represented by the applicant, disallow the variation, and shall if not so satisfied confirm it.
        The decision of the Court on any such application is final.
        (6) References in this section to the variation of the rights of holders of a class of shares include references to their abrogation.

      • 575. Right to object to variation: companies without a share capital

        (1) This section applies where the rights of any class of members of a company are varied under section 572 (variation of class rights: companies without a share capital).
        (2) Members amounting to not less than 15% of the members of the class in question (being persons who did not consent to or vote in favour of the resolution for the variation) may apply to the Court to have the variation cancelled.
        (3) If such an application is made, the variation has no effect unless and until it is confirmed by the Court.
        (4) Application to the Court must be made within 21 days after the date on which the consent was given or the resolution was passed (as the case may be) and may be made on behalf of the members entitled to make the application by such one or more of their number as they may appoint in writing for the purpose.
        (5) The Court, after hearing the applicant and any other persons who apply to the Court to be heard and appear to the Court to be interested in the application, may, if satisfied having regard to all the circumstances of the case that the variation would unfairly prejudice the members of the class represented by the applicant, disallow the variation, and shall if not so satisfied confirm it.
        The decision of the Court on any such application is final.
        (6) References in this section to the variation of the rights of a class of members include references to their abrogation.

      • 576. Copy of Court order to be forwarded to the Registrar

        (1) The company must within 14 days after the making of an order by the Court on an application under section 574 or 575 (objection to variation of class rights) forward a copy of the order to the Registrar.
        (2) If default is made in complying with this section a contravention of these Regulations is committed by-
        (a) the company, and
        (b) every officer of the company who is in default.
        (3) A person who commits a contravention of this section is liable to a level 2 fine.

    • Matters To Be Notified To The Registrar

      • 577. Notice of name or other designation of class of shares

        (1) Where a company assigns a name or other designation, or a new name or other designation, to any class or description of its shares, it must within one month from doing so deliver to-
        (a) (in the case of a company other than a restricted scope company) the Registrar, or
        (b) (in the case of a restricted scope company) each of its members,
        a notice giving particulars of the name or designation so assigned.
        (2) If default is made in complying with this section, a contravention of these Regulations is committed by-
        (a) the company, and
        (b) every officer of the company who is in default.
        (3) A person who commits a contravention of this section is liable to a level 2 fine.

      • 578. Notice of particulars of variation of rights attached to shares

        (1) Where the rights attached to any shares of a company are varied, the company must within one month from the date on which the variation is made deliver to-
        (a) (in the case of a company other than a restricted scope company) the Registrar, or
        (b) (in the case of a restricted scope company) each of its members,
        a notice giving particulars of the variation.
        (2) If default is made in complying with this section, a contravention of these Regulations is committed by-
        (a) the company, and
        (b) every officer of the company who is in default.
        (3) A person who commits a contravention of this section is liable to a level 2 fine

      • 579. Notice of new class of members

        (1) If a company not having a share capital creates a new class of members, the company must within one month from the date on which the new class is created deliver to-
        (a) (in the case of a company other than a restricted scope company) the Registrar, or
        (b) (in the case of a restricted scope company) each of its members,
        a notice containing particulars of the rights attached to that class.
        (2) If default is made in complying with this section, a contravention of these Regulations is committed by-
        (a) the company, and
        (b) every officer of the company who is in default.

      • 580. Notice of name or other designation of class of members

        (1) Where a company not having a share capital assigns a name or other designation, or a new name or other designation, to any class of its members, it must within one month from doing so deliver to-
        (a) (in the case of a company other than a restricted scope company) the Registrar, or
        (b) (in the case of a restricted scope company) each of its members,
        a notice giving particulars of the name or designation so assigned.
        (2) If default is made in complying with this section, a contravention of these Regulations is committed by-
        (a) the company, and
        (b) every officer of the company who is in default.
        (3) A person who commits a contravention of this section is liable to a level 2 fine.

      • 581. Notice of particulars of variation of class rights

        (1) If the rights of any class of members of a company not having a share capital are varied, the company must within one month from the date on which the variation is made deliver to-
        (a) (in the case of a company other than a restricted scope company) the Registrar, or
        (b) (in the case of a restricted scope company) each of its members,
        a notice containing particulars of the variation.
        (2) If default is made in complying with this section, a contravention of these Regulations is committed by-
        (a) the company, and
        (b) every officer of the company who is in default.