Written Class Consent

This Written Class Consent is the relevant shareholder consent required by section 630 Companies Act 2006 in order to vary class (shareholder) rights following a reclassification of shares.

When written class consent is needed

Following a reclassification of shares, if each new class of shares is to have new rights attaching to them, shareholder consent is required.

How consent may be obtained under section 630

• Comply with any relevant provisions in the company’s articles regarding the variation of class rights.
• If there are no such provisions, obtain either:
  • written consent of three quarters in nominal value of the issued shares of the relevant share class; or
  • a special resolution passed at a separate class meeting.

Section 630 of the Companies Act 2006 is referred to for these requirements.

Basis of this template and worked example

This class consent has been drafted on the basis of written statutory compliance, seeking the consent of three quarters in nominal value of the issued shares of the relevant class of shares.

A simple example is where two shareholders hold 100 ordinary shares in a company and these shares are reclassified into 50 A & 50 B shares, each of the A & B shares forming two new classes with different rights.

The original ordinary shareholders will need to give their consent via a class consent procedure before the new rights can be assigned to the A & B shares.

Further guidance and legal advice

Note that this is a complicated procedural area of law.

For further details see our Guidance Notes – Re-classification of shares and class consents.

It is also strongly advised that you consider seeking independent legal advice.

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