Prepare the procedure to vary or cancel rights attached to a class of shares

Key facts

Human involvement
YellowClose supervision
How AI is used
From the constitution and the register, state whether the constitution sets a procedure for varying or cancelling the class rights and, if it does not, list the special resolution of the company and either a class resolution or written consent of members with at least 75 per cent of the votes in the class. Do not vary the rights.
What the lawyer must review
The lawyer decides which procedure applies, settles the resolutions or the consent, and sends the notice to the class.
Written for / version
US

Open a jurisdiction version of this task to see which instruments apply: US

Who does what

Who does what
RoleWhat they do
AssistanceFrom the constitution and the register, state whether the constitution sets a procedure for varying or cancelling the class rights and, if it does not, list the special resolution of the company and either a class resolution or written consent of members with at least 75 per cent of the votes in the class. Do not vary the rights.
LawyerSet the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output.

Checklist

  1. If the constitution sets out the procedure, the rights may be varied or cancelled only in accordance with that procedure. The procedure itself may be changed only if the procedure is complied with.
  2. If the company has no constitution, or the constitution sets no procedure, the rights may be varied or cancelled only by special resolution of the company and either a special resolution passed at a meeting of the class or the written consent of members with at least 75 per cent of the votes in the class.
  3. The company must give written notice of the variation or cancellation to the members of the class within 7 days after it is made.
  4. An offence based on the notice duty is an offence of strict liability. The lawyer settles the notice.

Sources

These are suggested working checks. Confirm the required checking with the responsible lawyer before work starts; the checking approach does not establish permission to use AI.

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