Share Reclassification and Variation of Class Rights Templates

Reclassification of shares (also called redesignation or renaming) is the process of converting issued shares from one class into another. This is governed both by the Companies Act 2006 and by any additional procedural requirements in the company’s articles of association.

Reclassification is often used after a sale or reorganisation, or for administrative, historical or family reasons where shareholders wish or need to hold a different class of shares. For example, ordinary shares might be converted into A and B ordinary shares, or into particular types of preference or redeemable shares.

A reclassification is frequently accompanied by a variation of the rights attaching to the newly reclassified shares. Newly created classes may have different voting rights, dividend entitlements or rights to capital on a winding up. Varying those rights normally requires the relevant class (shareholder) consent.

This section gathers together the core templates needed for a reclassification of share capital and any associated variation of class rights, including board minutes, shareholder resolutions, class consents, revised articles and Companies House forms, supported by a practical guidance note.

When to Use These Templates

Best for:

• Companies converting one class of shares into another, for example ordinary shares into A and B ordinary shares.
• Situations where different shareholders need different rights to dividends, voting or capital.
• Transactions or reorganisations that require class consents, revised articles and Companies House filings for share reclassification and variation of class rights.

Each document in this section is drafted to be compliant with the Companies Act 2006.

As this is a procedurally complicated area of the law, the documents in this section are an introduction to the topic and use a particular scenario to guide the reader through the process. It is strongly recommended that whatever reclassification you are proposing, formal legal advice is considered.

What This Section Covers

This collection includes templates to help you:

• Understand the legal framework for reclassification and class consents using
  • Guidance Notes: Reclassification of shares and class consents.
• Record board decisions to proceed with:
  • Reclassification only, using Board Minutes – Reclassification of Shares only; or
  • Reclassification combined with a variation of class rights, using Board Minutes – Reclassification of shares and variation of class rights.
• Implement shareholder approvals and consents, including:
  • Shareholder Resolutions – share reclassification;
  • Written Class Consent for class approval; and
  • Shareholders’ Ordinary Resolution – Deletion of Authorised Share Capital, where relevant.
• Update the company’s constitutional documents using:
  • Revised Articles of Association following share reclassification.
• Notify Companies House of changes to share classes and rights using:
  • CHF - SH08 – Notice of Name or Other Designation of Class of Shares; and
  • CHF - SH10 – Notice of Particulars of Variation of Rights Attached to Shares.
• Deal with authorised share capital where it is being removed using:
  • Board Minutes – Removal of Authorised Share Capital.

This section is designed to provide a worked example and a coherent suite of templates. The documents will need to be adapted to the particular share structure, rights and proposals in your company, and professional advice is strongly recommended.

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