If a company wishes to vary the rights attached to a specific class of shares, what is the standard requirement under the Companies Act 2006, assuming the Articles do not specify otherwise?

Answer options:

Consent in writing from the holders of at least 75% in nominal value of the issued shares of that class, or a special resolution passed at a separate class meeting.

An ordinary resolution passed at a general meeting of all shareholders.

Approval by the board of directors.

Consent from 100% of the shareholders of that class.

How to approach this question

Identify the statutory protection mechanism for class rights.

Full Answer

A.Consent in writing from the holders of at least 75% in nominal value of the issued shares of that class, or a special resolution passed at a separate class meeting.✓ Correct

To protect shareholders holding a specific class of shares (e.g., preference shares), their rights cannot be varied without their consent. Section 630 of the Companies Act 2006 requires either written consent from 75% of the class by value, or a special resolution (75%) passed at a separate meeting of the holders of that class.

Common mistakes

Assuming a general meeting of *all* shareholders can vote to change the rights of a specific *class* of shares.

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