Documents for Business

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Introduction to this document

Special resolution of a class of shareholders to vary their class rights

If a company needs to vary the rights of a class of its shareholders, it must to obtain the consent of that class. Our model sets out a sample special class resolution to achieve this.

Class rights

Class rights are those rights that define a particular group of shares. For example, they may be rights to vote, to receive particular dividends or to object to certain events in the company’s life. The key is that they relate to the shares or the person in their capacity as shareholder (not, for example, as director).

From time to time, companies may need to vary the rights attached to their shares. See our Variation of Class Rights Checklist.

Class shareholders’ consent

If the statutory variation procedure is followed, the company either needs to obtain consent by way of a special resolution of the class or in writing from 75% by nominal value of the class. Our model sets out wording for a special resolution of the class; it can be adapted to a written consent if necessary.