Board Minutes – Reclassification of Shares only

These Board Minutes – Reclassification of shares can be used where a class of shares is reclassified, but only where no class rights are varied at the same time.

For board minutes where the class rights are also varied, please see our Board Minutes – reclassification of shares and variation of class rights.

Share redesignation and why companies do it

The process of converting issued shares from one class into another is called redesignation, reclassification or renaming of shares.

Companies may seek to reclassify shares following a sale or reorganisation, or for administrative, historical or family reasons where shareholders choose or need to hold different classes of shares.

Notification and Companies House filing requirements

Assigning a new name or other classification to any class or description of shares requires the company to notify the Registrar in accordance with section 636 of the Companies Act 2006.

For the purposes of complying with section 636, the company will need to pass an ordinary resolution to approve the reclassification procedure and file form SH08 with Companies House.

The company’s articles of association should also be checked to see whether they specify any particular additional procedural requirements.

Where class rights are varied as part of the process

If the rights attached to a class of shares are varied as part of the reclassification process, then the rules in the Companies Act 2006 on the variation of class rights must be followed.

See our Guidance Note: Reclassification of shares and class consents.

Board Minutes – Reclassification of Shares only is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.