Part 17A company’s share capital
Chapter 9Classes of share and class rights
Variation of class rights
631Variation of class rights: companies without a share capital
1
This section is concerned with the variation of the rights of a class of members of a company where the company does not have a share capital.
2
Rights of a class of members may only be varied—
a
in accordance with provision in the company’s articles for the variation of those rights, or
b
where the company’s articles contain no such provision, if the members of that class consent to the variation in accordance with this section.
3
This is without prejudice to any other restrictions on the variation of the rights.
4
The consent required for the purposes of this section on the part of the members of a class is—
a
consent in writing from at least three-quarters of the members of the class, or
b
a special resolution passed at a separate general meeting of the members of that class sanctioning the variation.
5
Any amendment of a provision contained in a company’s articles for the variation of the rights of a class of members, or the insertion of any such provision into the articles, is itself to be treated as a variation of those rights.
6
In this section, and (except where the context otherwise requires) in any provision in a company’s articles for the variation of the rights of a class of members, references to the variation of those rights include references to their abrogation.