Companies Act 2014 section 88

Variation of rights attached to special classes of shares

Section 88 sets out the rules and procedures for altering the rights attached to any particular class of shares in a company whose share capital is divided into different classes.

• Where the constitution does not govern class rights or their variation, rights may be varied with the written consent of holders of 75% in nominal value of the issued shares of that class, or by a special resolution at a separate class meeting
• Where the variation is connected with an authority to allot shares or a reduction in company capital, the 75% written consent or special resolution requirement must be met regardless of what the constitution says
• Changing or inserting a provision in the constitution about the variation of class rights is itself treated as a variation of those rights, and "variation" includes the complete abolition of rights
• Unless the constitution or the terms of issue state otherwise, creating or issuing additional shares ranking equally with an existing class of preferred or special shares does not count as a variation of the existing shareholders' rights

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