Companies Act (Cap. 386)

Companies Act (Cap. 386), article 116

Official PDF on legislation.mt

116. (1) If, in the case of a company the share capital of which is divided into different classes of shares, provision is made by the memorandum or articles for authorising the change of any shares in the company from one class into another or for the variation of the rights attached to any class of shares in the company, subject to the consent of any specified proportion of the holders of the issued shares of that class and of any other class affected thereby or the sanction of a resolution passed at a separate meeting of the holders of those shares and of the holders of any other shares affected thereby, and in pursuance of the said provision the shares are changed from one class into another or the rights attached to any such class of shares are at any time varied, the holders of not less in the aggregate than fifteen per cent either of the issued shares of that class or of any other class affected thereby, being persons who did not consent to or vote in favour of the resolution for the change or variation, may by sworn application filed within twenty-one days of the consent or the resolution, demand that the change or variation shall not have effect. (2) On any such demand the court, if it is satisfied, having regard to all circumstances of the case, that the change or variation would unfairly prejudice the holders of shares, the class of which is being changed or the rights of which are being varied, or the holders of any other class of shares affected thereby, shall disallow the change or variation. (3) The Registrar of Courts shall without delay cause a copy of any sworn application filed under sub-article (1) and of any judgment given thereon to be served on the Registrar for registration, and the said sworn application shall, on pain of nullity, include a demand to that effect. (4) Article 79(2) and (4) shall apply in respect of any consent or resolution given or taken in terms of sub-article (1). (5) Where no provision is made by the memorandum or articles for authorising the change or variation referred to in sub-article (1), no such change or variation may be made Chapter VI - Miscellaneous provisions about shares and debentures Numbering of shares.

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Text read from the consolidated PDF published by Legislation Malta. Tables, figures and marginal notes may be incomplete or out of place: the official PDF is authoritative. General information, not legal, tax or accounting advice.