Companies Act 2014 section 982

Variation of rights attached to special classes of shares

Section 982 sets out the rules and conditions under which a Designated Activity Company (DAC) may vary or remove the rights attached to different classes of shares.

• Where share class rights are not set out in the memorandum and the articles contain no variation procedure, a change requires either written consent from holders of 75% in nominal value of that class or a special resolution at a separate class meeting
• Where the variation is connected with an authority to allot shares under section 69(1) or a reduction of company capital under section 84, both the 75% consent or special resolution requirement and any additional requirements in the memorandum or articles must be satisfied
• Where share class rights are set out in the memorandum and neither the memorandum nor the articles provide a variation procedure, all members of the DAC must agree to the change
• Any amendment to or insertion of an articles provision dealing with variation of class rights is itself treated as a variation of those rights

---