Who agrees to alter rights of non voting shares

Whose agreement is required to alter the rights of non voting shares

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A client company, 1 A voting share, 1 B non voting share, the client would like to alter the rights of the B Class non voting share to enable it to become a voting share class, who agrees to this as the share class being altered cant vote and signify their agreement, 

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Replying to 356B:
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By CW2012
26th Mar 2024 11:43

The article here seems to relate to creating an alphabet structure, there is mention of a special resolution of 75% of the shareholders, the question that I cant find an answer to is , is it acceptable for one class of shareholders ie the voting share to vary the rights of another ie the non voting share, without their acceptance.

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By Bobbo
26th Mar 2024 12:36

Section 630 of CA2006 looks relevant

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By Paul Crowley
26th Mar 2024 14:47

Why get all legalistic
Aman is giving voting rights to Bman.
Why not ask him if he wants to have voting rights?

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Replying to Paul Crowley:
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By CW2012
26th Mar 2024 14:53

He does want voting rights but as a resolution needs approving and who gets to do the approving, the share class having its rights altered cant vote, so the majority passing the resolution must be members of a different share class.

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Replying to CW2012:
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By FactChecker
26th Mar 2024 16:09

Not really my area but (subject to whatever is in company's Articles), A has all the voting rights currently?
So A can arrange for new A share(s) to be created ... and then either do a share swap for B - or, more simply, give new A share(s) to B after cancelling B share(s)?

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Replying to CW2012:
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By paul.benny
26th Mar 2024 16:11

I think - dredging up a recollection from my studies and without bothering to look up the CA requirement - that non-voting shareholders do still get voting rights where a resolution affects their rights. So in this case you couldn't dilute B's holding by issuing hundreds of new A shares without B having a vote

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Replying to paul.benny:
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By CW2012
26th Mar 2024 16:17

Thanks, it troubled me that a possibility existed to prejudice the non voting shares without their consent, but I'm an accountant not a lawyer.

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By 356B
26th Mar 2024 16:35

Subject to the Articles, if B signifies in writing that he has no objection, just do it.

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By Ruddles
26th Mar 2024 16:57

Bobbo has given the answer above. Giving consent is not the same as voting on a resolution.

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Replying to Ruddles:
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By 356B
26th Mar 2024 19:40

Sec 630 C.A.
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 in nominal value 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.

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