Medium2 marksMultiple Choice
Corporate and Business LawSection ASyllabus ECapital and Financing

ACCA · Question 16 · Corporate and Business Law

A company has issued both ordinary shares and preference shares. The directors propose to reduce the dividend rate payable on the preference shares. Under the Companies Act 2006, what is the statutory procedure required to vary these class rights?

Answer options:

A.

An ordinary resolution passed at a general meeting of all shareholders.

B.

A special resolution passed at a general meeting of all shareholders.

C.

Consent in writing from holders of 75% of the nominal value of the preference shares, or a special resolution passed at a separate meeting of the preference shareholders.

D.

Unanimous consent from all preference shareholders.

How to approach this question

Identify the statutory protection given to specific classes of shares when their rights are being altered.

Full Answer

C.Consent in writing from holders of 75% of the nominal value of the preference shares, or a special resolution passed at a separate meeting of the preference shareholders.✓ Correct
Section 630 of the Companies Act 2006 protects class rights. To vary the rights attached to a specific class of shares (like preference shares), the company must obtain either written consent from the holders of at least 75% in nominal value of the issued shares of that class, or a special resolution passed at a separate general meeting of the holders of that class.

Common mistakes

Thinking a general special resolution of all shareholders is sufficient, ignoring the need for a separate class meeting.

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