Board Meeting Notice : Reclassification of Shares

author portrait

Maharshi Shah

Board Meeting
Share Reclassification
Last updated on April 27th, 2021

A board meeting is a formal gathering of a Board of Directors. Most of the organizations, being public or private, profit or non-profit, are ultimately governed by a body commonly known as Board of Directors. The members of this body cyclically meet to discuss strategic matters.

Share class or share classification are different types of  shares in company stock that have different levels of voting rights The different categories of shares are as follows:

  1. Ordinary Shares
  2. Deferred Ordinary Shares
  3. Non-Voting Ordinary Shares
  4. Redeemable Shares
  5. Preference Shares
  6. Cumulative Preference Shares
  7. Redeemable Preference Shares

Most companies start by just having one type of shares in the form of an ordinary share class.  These will typically carry equal rights to voting, capital, and dividends. There are various reasons as to why a Company would want to have different classes of shares:

There are two ways to reclassify the shares. One of the methods involves the alteration in the Article of Association (AOA) and the other involves no alteration in the AOA. If there is a requirement of Alteration of Article of Association (AOA), the following steps have to be followed:

  1. Call a Board Meeting to alter the clause in the AOA
  2. Hold a General Meeting to pass the resolution for change in the Capital clause of AOA
  3. File Form MGT-14 with the Registrar along with the requisite filing within 30 days of passing the special resolution
  4. File Form SH-7 within 30 days of passing the Ordinary resolution

Thus, review your Board Meeting Minutes immediately after the meeting. When your board meeting minutes are complete and finished, make sure they are distributed to board members as soon as possible. Once the minutes are approved by a vote of the members during the board meeting, they become part of the official record of the organization. It’s important that a copy of all minutes are kept in one place.


What are the reasons for which a Company would classify their shares?

A Company may classify their shares to:
-Attract investment
-Push dividend income in a certain direction
-Remove (or enhance) voting powers of certain individuals
-Motivate staff (to remain as employees)

Do the Directors of the Company have the authority to allot the new shares?

Directors of Private Companies with only one class of share do not need an express authority from the shareholders before they allot new shares.  They can simply allot new shares, subject to the Companies Act and the Articles of Association (AOA).

What are the steps involved to allot shares?

The following steps can be followed in order to allot shares:
– Preparing a form for subscribers
– The subscribers return the completed form with payment
– Hold a board meeting to approve the applications for new shares via board resolution, and produce a minute of the meeting
– Issue share certificates
– Complete a return of allotment via Companies House Form SH-01
– Update the company’s statutory books, and, if the company maintains one, the register of allotments