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⍰ ASK Can a company change its share capital structure through a special resolution?

A UK company can change its share structure by passing a special resolution following the rules in the Companies Act 2006. This includes things like increasing or decreasing share capital, reclassifying shares, or combining/dividing shares.

To start the changes the directors suggest the alteration and approve it in a board meeting. Then, shareholders get a notice for a general meeting, where the special resolution is discussed. The notice tells about the proposed changes to the share structure.

During the general meeting shareholder vote on the special resolution, and it usually needs a 75% majority to pass. After approval the resolution has to be sent to Companies House within 15 days.

If the company plans to increase share capital, there are specific rules about existing shareholders pre-emption rights. These rules make sure current shareholders have the chance to buy new shares before others can.
 

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