Companies Act · 2021 Revised Edition · Part · Share Capital and Debentures Prospectus
64. Rights of holders of special classes of shares
Official textFrom Attorney General's Chambers, unchanged
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
80
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.
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.
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.
The decision of the Court on any such application is final.
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.
Registrar
"Registrar" means the Registrar of Companies appointed under section 288, and includes any Deputy Registrar or Assistant Registrar;
In this section, "variation" includes abrogation and "varied"
shall be construed accordingly.
TRANSFER OF SHARES AND DEBENTURES,
EVIDENCE OF TITLE
Terms defined in s 2
articles
Defined · s 2"articles" means the articles of association of a company, as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained in Table A in Schedule 1;
default fine
Defined · s 2"default fine" means a default fine within the meaning of section 3 14;
memorandum
Defined · s 2"memorandum" means the memorandum of association of a company, as originally framed or as altered in pursuance of any written law;
officer
Defined · s 2"officer", in relation to a corporation, includes - (a) any director or secretary of the corporation or a person employed in an executive capacity by the corporation; @) a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and (c) any liquidator of a company appointed in a voluntary winding up, but does not include - (i) any receiver who is not also a manager; (ii) any receiver and manager appointed by the Court; (iii) any liquidator appointed by the Court or by the creditors; and (iv) an Executive Manager appointed by the Minister under section 230(1) of the Insolvency Order, 2016 (S 112016);
Registrar
Defined · s 2"Registrar" means the Registrar of Companies appointed under section 288, and includes any Deputy Registrar or Assistant Registrar;
share
Defined · s 2"share" means share in the share capital of a company, and includes stock except where a distinction between stock and shares is expressed or implied;
Part 3
Part
Management and Administration Registered Office and Name
Part 5
Part 6
Part 7
Part 8
Part 9
Part
Restrictions on Sale of Shares and Offers of Shares for Sale
Part
Prohibition of Partnerships with More Than Twenty Members
Part