Search Legislation

Companies Act 1985

 Help about what version

What Version

 Help about advanced features

Advanced Features

 Help about opening options

Opening OptionsExpand opening options

Changes over time for: Section 127

 Help about opening options

Version Superseded: 01/12/2003

Alternative versions:

Status:

Point in time view as at 06/04/1997. This version of this provision has been superseded. Help about Status

Changes to legislation:

There are currently no known outstanding effects for the Companies Act 1985, Section 127. Help about Changes to Legislation

127 Shareholders’ right to object to variation.E+W+S

(1)This section applies if, in the case of a company whose share capital is divided into different classes of shares—

(a)provision is made by the memorandum or articles for authorising the variation of the rights attached to any class of shares in the company, subject to—

(i)the consent of any specified proportion of the holders of the issued shares of that class, or

(ii)the sanction of a resolution passed at a separate meeting of the holders of those shares,

and in pursuance of that provision the rights attached to any such class of shares are at any time varied; or

(b)the rights attached to any class of shares in the company are varied under section 125(2).

(2)The holders of not less in the aggregate than 15 per cent. of the issued shares of the class in question (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; and if such an application is made, the variation has no effect unless and until it is confirmed by the court.

(3)Application to the court must be made within 21 days after the date on which the consent was given or the resolution was passed (as the case may be), and may be made on behalf of the shareholders entitled to make the application by such one or more of their number as they may appoint in writing for the purpose.

(4)The court, after hearing the applicant and any other persons who apply to the court to be heard and appear to the court to be interested in the application, may, if satisfied having regard to all the circumstances of the case, that the variation would unfairly prejudice the shareholders of the class represented by the applicant, disallow the variation and shall, if not so satisfied, confirm it.

The decision of the court on any such application is final.

(5)The company shall within 15 days after the making of an order by the court on such an application forward a copy of the order to the registrar of companies; and, if default is made in complying with this provision, the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine.

(6)“Variation”, in this section, includes abrogation; and “varied” is to be construed accordingly.

Back to top

Options/Help

You have chosen to open The Whole Act without Schedules

The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open The Whole Act without Schedules as a PDF

The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download.

Would you like to continue?