Form with which a corporation may alter the amount of outstanding shares issued by the corporation.
Form with which a corporation may alter the amount of outstanding shares issued by the corporation.
When you have altered the articles (where relevant), you can carry out a redesignation of shares by passing an ordinary resolution of members, either in writing or at a general meeting. This type of resolution requires a simple majority (greater than 50%) of members' votes to pass.
This process is most commonly referred to as a 'redesignation', 'reclassification', or 'renaming' of shares. It involves converting issued shares from their existing class, i.e. 'type' or 'classification', to a different one.
Resolution (member): authority to allot a new class of shares: private and unlisted public companies. This document sets out two alternative forms of resolution authorising the directors of a private or public unlisted company to allot new shares of a separate class under section 551 of the Companies Act 2006.
With the written approval of its existing shareholders, company directors can create and issue a new class of shares. The new class of shares and the rights attaching to the shares will be within the company's constitution. A company must amend its constitution if directors wish to create a new class of shares.
Steps involved in Reclassification of share capital: Call for EGM and pass the resolutions for Reclassification of shares and alteration in MOA. File SH-7 as required under Section 64 to inform Registrar about reclassification within 30 days of EGM. File MGT-14 for special resolution passed within 30 days of EGM.
When creating a new share class, the two documents you will need are: Board Resolution: this provides the Board minutes asking the shareholders for permission to create the new share class. Shareholders Resolution: this provides the shareholder approval.
How to change classes of shares. If the directors wish to change the classes of shares described in the articles, or any of the rights attached to a class of shares, an amendment to the articles (see Amending your articles) of the corporation will be required. A special resolution of the shareholders is needed.
Share redesignation is an administrative process that changes shares in a company from one class to another. For companies of all sizes (including start-ups and SMEs), it can help make important structural changes to its ownership structure.