(1)This section is concerned with the variation of the rights attached to a class of shares in a company having a share capital.
(2)Rights attached to a class of a company's shares may only be varied—
(a)in accordance with provision in the company's articles for the variation of those rights, or
(b)where the company's articles contain no such provision, if the holders of shares of that class consent to the variation in accordance with this section.
(3)This is without prejudice to any other restrictions on the variation of the rights.
(4)The consent required for the purposes of this section on the part of the holders of a class of a company's shares is—
(a)consent in writing from the holders of at least three-quarters in nominal value of the issued shares of that class (excluding any shares held as treasury shares), or
(b)a special resolution passed at a separate general meeting of the holders of that class sanctioning the variation.
(5)Any amendment of a provision contained in a company's articles for the variation of the rights attached to a class of shares, or the insertion of any such provision into the articles, is itself to be treated as a variation of those rights.
(6)In this section, and (except where the context otherwise requires) in any provision in a company's articles for the variation of the rights attached to a class of shares, references to the variation of those rights include references to their abrogation.
Cases considering section 630 (4)
[2025] EWHC 2938 (Ch) · 19 November 2025
Requires written consent from holders of at least three-quarters in nominal value of the relevant class, unless the statutory class-meeting route is used. The proposed amendment varied B-share rights, and the necessary written consent had not been obtained (see paras [64]-[71]; [85]).
Requires a special resolution at a separate general meeting of the relevant class where class rights are varied through the class-meeting route. The March GM could not be treated as the required B-shareholder class meeting (see paras [64]-[71]; [85]).
[2023] EWHC 437 (Ch) · 8 March 2023Limits
The court treated section 630 as the statutory scheme governing variation and abrogation of rights attached to a class of shares. Its operation supported the conclusion that section 633 was not confined to statutory default variations. (see paras [14], [116]-[117])
The court relied on the provision’s focus on rights attached to a class of shares when analysing whether conversion of the preferred shares varied or abrogated class rights. (see paras [14], [116]-[117])
The court treated section 630(2) as permitting variation in accordance with the articles or, absent such provision, by the statutory consent procedure. The provision was relevant to the relationship between the articles and the statutory scheme. (see paras [14], [71]-[73], [116])
The court held that a variation effected pursuant to a provision in the articles falls within the statutory scheme relevant to section 633. (see para [116])
The court rejected the submission that section 633 applies only to the statutory default procedure under section 630(2)(b). That procedure was treated as one alternative within the wider statutory scheme. (see paras [71]-[73], [116])
The provision was included in the statutory definition of variation relied upon in analysing the statutory scheme, but the judgment did not separately determine its application. (see para [14])
The provision confirms that references to variation include abrogation. It supported the court’s treatment of extinguishing the preferred rights as falling within the statutory concept of variation. (see paras [14], [103]-[105])
[2023] EWCA Civ 1142 · 9 October 2023
The court recorded that section 630 governs statutory variation of class rights but did not decide whether the challenged conversion fell within the associated statutory scheme (see paras [100]-[103]).
What each judgment says about section 630 is in the case-law panel in the full Act.
931.On variation of class rights the CLR recommended (Final Report, paragraph 7.28) that the current provisions should be retained with some simplification, and extended to companies without a share capital (see section 631).
932.Section 630 replaces section 125 of the 1985 Act. It is concerned with the manner in which rights attached to a class of shares may be varied. Class rights typically cover matters such as voting rights, rights to dividends and rights to a return of capital on a winding up.
933.Currently class rights may be set out in the memorandum or articles or elsewhere, and provision may or may not be made for their alteration. Under the Act it will not be possible for class rights to be set out in the memorandum (see section 8) and where class rights attaching to shares in an existing company are specified in the memorandum these will be deemed, by virtue of section 28, to be a provision in the company’s articles.
934.Class rights are “attached to a class of shares” (see subsection ( 1) ). Where all the shares in a company fall within the one class, there are no class rights, only shareholder rights. What amounts to a class is not defined either in the current law or the Act (other than in section 629) and remains a matter for case law.
935.The current requirement for an extraordinary resolution where a company is proposing to vary the rights attached to a class of its shares is replaced with a requirement for a special resolution (see subsection ( 4)(b) ). The Act abolishes the concept of an extraordinary resolution. Special resolution is defined in section 283.
936.Subsections ( 2) and ( 4) provide that rights may be varied in accordance with the company’s articles or, where the articles make no provision for a variation of class rights, if the holders of at least three-quarters in nominal value of the issued shares of that class consent in writing or a special resolution passed by the holders of that class sanctions the variation. This means that the articles may specify a less demanding procedure for a variation of class rights than the statutory scheme (for example, that the holders of 51% by nominal value of the class consent in writing), or may permit a simple majority of the class at a class meeting.
937.The provisions of section 630 are expressed to be without prejudice to any other restriction on the variation of rights (see subsection ( 3) ). This has two important effects. First, if and to the extent that the company has adopted a more onerous regime in its articles for the variation of class rights, for example requiring a higher percentage than the statutory minimum, the company must comply with the more onerous regime. Second, if and to the extent that the company has protected class rights by making provision for the entrenchment of those rights in its articles (see section 22), that protection cannot be circumvented by changing the rights attached to a class of shares under this section.