Q&As

Can class rights exist outside a company’s articles of association?

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Produced in partnership with Julian Henwood of Gowling WLG
Published on: 03 May 2017

It is possible for Class rights to exist outside a company's Articles of association.

A company having a Share Capital may have separate classes of Shares. It should be noted that the rights attaching to a share will not necessarily be class rights. There is nothing in the Companies Act 2006 (CA 2006) to assist in identifying or defining a class right, other than CA 2006, s 629, which states that shares are of one class if the rights attached to them are in all respects uniform (but that the rights attaching to shares are not regarded as different from those attached to other shares simply because they do not carry the same rights to dividends in the 12 months immediately following allotment).

The existence or not of a class right has

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Jurisdiction(s):
United Kingdom
Key definition:
Class rights definition
What does Class rights mean?

A company having a share capital may have separate classes of shares. A type of share will form a separate class if the rights attached to it differ from those attaching to other shares of the company. Different classes include ordinary shares, preference shares, deferred shares and redeemable shares.

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