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Board Resolution: Reclassification of Shares

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Maharshi Shah

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

An extraordinary general meeting (EGM) is a meeting other than a company’s Annual General Meeting (AGM). An EGM is also called a special general meeting or emergency general meeting. An EGM is usually called to deal with any of the following situations:

  1. The removal of an executive
  2. A legal matter
  3. Any matter that can’t wait until the next shareholders meeting

An EGM can be carried out on any day including holidays, unlike the AGM. An EGM can be called by the board on the requisition of shareholders, requisitionists, or tribunal.

Hence, in accordance with the Companies Act, 2013, a limited company having a share capital may alter its memorandums in the general meeting with regard to its authorized share capital if it is authorized by its articles.

Board Meeting - Reclassification of Shares

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
Download Meeting Minutes sample
Download sample Board Meetings for classification of shares
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Download Meeting Minutes sample
Download sample Board Meetings for classification of shares
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FAQs

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

The various reasons for which a Company would classify their shares are given as follows:
– Attract investment
– Push dividend income in a certain direction
– Remove (or enhance) voting powers of certain individuals
– Motivate staff (to remain as employees)

Who can call an Extraordinary General Meeting?

An extraordinary general meeting can be called by a:
– Committee member (if approved by the majority of voting committee members) or,
– A written request signed by at least 25% of lot owners or their representatives or,
– A person authorized by an adjudicator’s order

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).

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