What is a Class Meeting?

The share capital of companies can and often is, divided into more than one class of shares. The existence of more than one class of shares may mean that the consent of a class or classes of shareholders is required in order to make a particular decision binding on the company. The requirement for class consent is usually in addition to the requirement for the consent of the shareholders generally, as well as any other procedural or approval requirements that apply in the particular circumstances. The articles of a company or other agreement (such as a shareholders agreement) will set out the details of how the class meeting is to be conducted and the consent required at that meeting.

There are special provisions regarding quorum and poll voting that apply to class meetings and these are set out in section 334 of the Companies Act 2006. It is possible to use the statutory written consent procedure in relation to class approvals.