Companies Act · s 64

Suggest a correction

Tell us what is wrong in this text. We check every suggestion against the official version before we change anything.

What is wrong?Wrong or mistyped wordsWrong structure or numberingWrong title or detailsText that appears twice

What should change, and whyUp to 2,000 characters.The text as it should read (optional)

64.
Rights of holders of special classes of shares
(1) If in the case of a company, the share capital of which is divided into different classes of shares, provision is made by the memorandum or articles for authorising the variation of the rights attached to

Companies any class of shares in the company, subject to the consent of any specified proportion of the holders of the issued shares of that class or the sanction of a resolution passed at a separate meeting of the holders of those shares, and in pursuance of the said provision the rights attached to any such class of shares are at any time varied, the holders of not less in the aggregate than 15 per cent of the issued shares of that class, being persons who did not consent to or vote in favour of the resolution for the variation, may apply to the Court to have the variation cancelled and, where any such application is made, the variation shall not have effect unless and until it is confirmed by the Court.
(2) An application under this section must be made within 7 days after the date on which the consent was given or the resolution was passed, as the case may be, and may be made on behalf of the shareholders entitled to make the application by such one or more of their number as they may appoint in writing for the purpose.
(3) On any such application the Court, after hearing the applicant and any other persons who apply to the Court to be heard and appear to the
Court to be interested in the application may, if it is satisfied, having regard to all the circumstances of the case, that the variation would unfairly prejudice the shareholders of the class represented by the applicant, disallow the variation and shall, if not so satisfied, confirm the variation.
(4) The decision of the Court on any such application is final.
(5) The company shall, within 15 days after the making of an order by the Court on any such application, forward a copy of the order to the
Registrar and, if default is made in complying with this provision, the company and every officer of the company who is in default is guilty of an offence and liable on conviction to a default fine.
(6) In this section, "variation" includes abrogation and "varied"
shall be construed accordingly.
TRANSFER OF SHARES AND DEBENTURES,
EVIDENCE OF TITLE

Edit the text above. Up to 20,000 characters.Where you checked it (optional)A link to the official version, if you have one.

The text as we hold it

Open the official text

s 64Rights of holders of special classes of shares

(1)

If in the case of a company, the share capital of which is divided into different classes of shares, provision is made by the memorandum or articles for authorising the variation of the rights attached to

(2)

An application under this section must be made within 7 days after the date on which the consent was given or the resolution was passed, as the case may be, and may be made on behalf of the shareholders entitled to make the application by such one or more of their number as they may appoint in writing for the purpose.

(3)

On any such application the Court, after hearing the applicant and any other persons who apply to the Court to be heard and appear to the

Court to be interested in the application may, if it is satisfied, having regard to all the circumstances of the case, that the variation would unfairly prejudice the shareholders of the class represented by the applicant, disallow the variation and shall, if not so satisfied, confirm the variation.

(4)

The decision of the Court on any such application is final.

(5)

The company shall, within 15 days after the making of an order by the Court on any such application, forward a copy of the order to the

Registrar and, if default is made in complying with this provision, the company and every officer of the company who is in default is guilty of an offence and liable on conviction to a default fine.

(6)

In this section, "variation" includes abrogation and "varied"

shall be construed accordingly.

TRANSFER OF SHARES AND DEBENTURES,

EVIDENCE OF TITLE