Classes of shares
Company Law Solutions provides an expert service advising on different classes of shares and the procedures for creating them.
Most companies have only one class of shares, ordinary shares, but it is increasingly common for even very small private companies to have different share classes. This may be done for various reasons, such as to be able to vary the dividends paid to different shareholders, to create non-voting shares, shares for employees or family members, etc. A company can have whatever classes of shares it likes, and can call any class of shares by whatever name it chooses.
The common types of shares are listed below. Under UK company law, the share class system is infinitely flexible, so any type of share can be created. Different classes of shares, and the rights attached to them, should be set out in the company's articles of association. The new classes can then be issued. Existing shares can be converted to different classes (conversion of shares). The Company Law Solutions website provides further practical advice on these areas.
- Ordinary shares
- Non-voting shares
- Redeemable shares
- Preference shares
- Management shares
- Freezer shares and growth shares
- Other classes of shares
- Voting shares, dividend shares, capital shares
- Deadlock articles
- Changing class rights
- Converting shares from one class to another
(You may want to refer to 'Shares - an introduction' , explaining what shares are, before reading this page.)
Any company can create different classes of shares by setting out those classes and the rights attached to them in the company's articles. If a company has only one class of shares they will be ordinary shares and will carry equal rights.
Different classes of shares often have different voting, dividend and/or capital rights. This may be done for all sorts of reasons. Sometimes it is to attract a particular investor, e.g. by giving them preference shares. In other cases, shares are given to family members or employees so that dividends may be paid to them. In such cases, the owners of the company may want to restrict the rights attached to such shares, e.g. by making them non-voting, and perhaps by making it possible to take the shares back if circumstances change (perhaps by making them redeemable). In some companies, different classes of shares with the same rights are issued to different people, and the articles provide that the directors may vary the dividends between the different classes. Such shares rae often identified by a letter (so-called "alphabet shares"). "Freezer shares" are sometimes used to allow future capital growth to accrue to employees or family members.
The following are descriptions of some typical classes of shares. There are no legal definitions of such classes, and shares with the same name (e.g. preference shares) will have different rights in different companies.
Most companies have just ordinary shares. They carry one vote per share, are entitled to participate equally in dividends and, if the company is wound up, share equally in the proceeds of the company's assets after all the debts have been paid.
Some companies create different classes of ordinary shares, e.g. 'A' ordinary shares, 'B' ordinary shares, etc. This is done to create some small difference between the different classes, e.g. to allow the directors to pay different dividends to the holders of the different share classes, or to create deadlock articles, or to distinguish between the shares so that different rules apply for share transfers, etc. There can also be ordinary shares in the same company that are of different nominal values, e.g. £1 ordinary shares and 10p ordinary shares. If each share has one vote (regardless of its nominal value), then the holder of the 10p shares will get 10 votes for every £1 paid for them, while the holder of the £1 shares only gets one vote per £1.
Non-voting shares carry no rights to vote as a member whether on written resolutions or at general meetings. Such shares are widely used to issue to employees, so that some of their remuneration can be paid as dividends, which can be more tax-efficient, or to confer an interest in the value of a company, without any right to vote (e.g. to family members). Preference shares are often non-voting, but don't have to be.
These are shares issued on terms that the company will, or may, buy them back at some future date. The redemption date may be fixed, or at the directors' discretion or on the happening of a specified event. The redemption price is often the same as the issue price, but need not be. Preference shares can be a way of making a clear arrangement with an outside investor.
Shares given to employees are often made redeemable, so that if the employee leaves the company, the shares can be taken back, perhaps at their nominal value.
Preference shares are often redeemable, but do not have to be.
There are statutory restrictions on the redemption of shares. The main requirement, as with a buy-back of shares, being that the company may only redeem the shares out of accumulated profits or the proceeds of a fresh issue of shares (unless it makes a permissible capital.
These will usually have a preferential right to a fixed amount of dividend, expressed as a percentage of the nominal (par) value of the share, e.g. a £1, 5% preference share will carry a dividend of 5p each year. It is, however, still a dividend and payable only out of profits. The dividend may be cumulative (i.e. if not paid one year then accumulates to the next year) or non-cumulative. The presumption is that it is cumulative. The dividend is usually restricted to a fixed amount, but alternatively the preference share may be participating, in which case it participates in profits beyond the fixed dividend under some formula.
Preference share are often non-voting (or non-voting except when their dividend is in arrears). They are sometimes redeemable.
They may be given a priority on return of capital on a winding up. Often they will not be entitled to share in surplus capital (i.e. they only get their £1 back on each £1 share).
A class of shares carrying extra voting rights so as to retain control of the company in particular hands. This may be done by conferring multiple votes to each share (e.g. ten votes each) or by having a smaller nominal value for such shares, so that there are more shares (and so more votes) per £1 invested. Such shares are often used to allow the original owners of a company to retain control after additional shares have been issued to outside investors.
The terms “freezer shares” and “growth shares” are used in slightly different ways, for different purposes, and with different class rights. Usually there are two classes of shares, one of which has no rights until a specified “hurdle” is reached when the rights on those shares are “triggered”. Examples of the hurdle are that the company is sold, or reaches a certain value, or the main owner dies. Then those shares become entitled to participate in the total value, or take all the value over a set amount, or arising after a particular date. Each scheme is different.
Such shares may be used to reward one or more employees to give them a stake in the company’s success. They will then be able to cash in on the happening of the trigger event, but have no (or limited) rights as shareholders until the hurdle is reached
Any class of shares may be created. Sometimes different classes are set up for particular purposes, such as the following arrangements:
Sometimes three classes of shares are created with class 'A' having all the voting rights, class 'B' having all the dividend rights and class 'C' having all the capital rights. It is then possible for the different shareholders to have different percentages of the rights for these purposes. As a simple example, Shareholder 1 may have 40% of the voting rights ('A' shares), 50% of the dividend rights ('B' shares) and 60% of the capital rights ('C' shares). Shareholder 2 then has 60% of the votes, 50% of the dividends and 40% of the capital.
In a company with two investors, A and B (perhaps a joint venture between two unrelated companies) the company may have two classes of shares, A shares and B shares. The shares may carry the same rights but are intended to protect both A and B in certain ways, e.g. the articles may provide for, say, two directors to be nominated by the holders of the A shares and two by the holders of the B shares, etc. This can be modified for more than two investors.
There is some statutory protection given to the holders of a class of shares against the rights on their shares being altered. A minority class of shares, or a class of non-voting shares, would otherwise be vulnerable to the rights on those shares being altered by the majority (e.g. by altering the articles by special resolution). This is known as a variation of class rights. Full consideration of this complex area is outside the terms of this database, but the following is a summary of the main statutory provisions:
CA 2006, sec630 provides that class rights may be varied only in accordance with the articles or if either:
(a) the holders of three-quarters in nominal value of the issued shares of that class consent in writing to the variation; or
(b)a special resolution (75% majority) is passed at a separate general meeting of the holders of that class to sanction the variation.
CA 2006, sec633: The holders of not less than 15% of the issued shares of the class (being persons who did not consent to or vote in favour of the resolution for the variation), may apply to the court to have the variation cancelled.
There is no statutory procedure for converting shares from one class to another. It may be done with the consent of all the shareholders affected. The safest course is to pass a resolution to which all the shareholders consent because, in practice, changing the rights on one person's shares may well have an effect, at least in practice on the rights of all the other shareholders. Such conversions are now relatively commonplace. More practical advice on this area can be found on the Company Law Solutions website.
Care needs to be taken when creating different classes of shares and, indeed, in issuing shares generally. There have been many examples over recent years where shares have been created in order to save tax without taking proper advice as to the implications of issuing such shares to employees, family members, etc. That is not to say that such schemes should be avoided, only that they should be put in place only with proper advice. Company Law Solutions provides an expert service advising on different classes of shares and the procedures for creating them. We do not give tax advice.