A UK company limited by shares can issue different classes of shares with different voting, dividend and capital rights.

The most common types are ordinary, preference, non-voting, redeemable and deferred shares. A company can also create customised classes, provided the rights are clearly defined in its articles of association and company records.

What Rights Can Be Attached to Shares?

A share can give its holder rights relating to:

  • Voting on company decisions
  • Receiving dividends
  • Receiving capital if the company is sold or wound up
  • Transferring the share
  • Redeeming the share
  • Appointing directors
  • Participating in future growth

The name of a share class does not determine its legal effect. The rights written into the company’s articles and share terms are what matter.

Ordinary Shares

Ordinary shares are the most common type issued by UK private limited companies.

They normally provide:

  • One vote per share
  • A right to receive dividends
  • A right to participate in surplus assets if the company is wound up

Ordinary shareholders are usually paid after creditors and any shareholders with priority rights.

A simple owner-managed company often issues only ordinary shares.

Non-Voting Shares

Non-voting shares normally allow the holder to receive dividends or participate in capital without having full voting rights.

They may be used for:

  • Employees
  • Family members
  • Passive investors
  • Founders who want to retain voting control

Some non-voting shares may still provide voting rights in specific circumstances, such as when their class rights are being changed.

Preference Shares

Preference shares usually give their holders priority over ordinary shareholders when dividends are paid.

They may provide:

  • A fixed or calculated dividend
  • Priority when dividends are distributed
  • Priority in the return of capital
  • Restricted or no voting rights

The precise rights depend on the terms of the shares. A preference dividend is not guaranteed simply because the shares are called preference shares.

Cumulative Preference Shares

Cumulative preference shares allow unpaid preference dividends to accumulate.

If the company cannot pay the dividend in one year, the outstanding amount may be carried forward and paid in a later year before ordinary shareholders receive dividends.

The company’s articles or share terms must clearly establish this right.

Non-Cumulative Preference Shares

With non-cumulative preference shares, an unpaid dividend does not normally carry forward.

If no dividend is declared for a particular period, the shareholder generally loses the right to receive that period’s dividend.

Redeemable Shares

Redeemable shares are issued on terms allowing or requiring the company to buy them back at a future date or following a specified event.

Redemption might take place:

  • On a fixed date
  • At the company’s option
  • At the shareholder’s option
  • When a particular condition is met

A company must follow the legal rules on issuing and redeeming these shares. A company cannot normally have only redeemable shares in issue.

Deferred Shares

Deferred shares have fewer or postponed rights compared with other classes.

Their holders may receive:

  • Dividends only after another class receives a specified amount
  • Capital only after other shareholders have been repaid
  • Limited or no voting rights

Deferred shares are sometimes created during reorganisations or when existing shareholders’ rights are being restructured.

Alphabet Shares

Alphabet shares are separate classes identified by letters, such as:

  • A ordinary shares
  • B ordinary shares
  • C ordinary shares

Each class can have different dividend, voting or capital rights. Alternatively, the classes may have similar rights but allow the company to declare different dividends for each class.

Alphabet shares are often used in family companies or businesses with several owners. They must be structured carefully because dividend arrangements can have tax consequences.

Growth Shares

Growth shares are designed to give the holder a right to participate in the company’s future growth above an agreed threshold.

They may be used for:

  • Employees
  • Directors
  • New investors
  • Management incentive arrangements

The valuation, tax treatment and rights attached to growth shares can be complex, so professional advice is usually appropriate.

Management or Founder Shares

Some companies create special classes for founders or management.

These shares might include:

  • Enhanced voting rights
  • Rights to appoint directors
  • Restrictions on transfers
  • Special rights during a company sale
  • Conversion rights

“Founder shares” and “management shares” are descriptions rather than fixed statutory categories. Their actual rights must be documented.

Can Shares Have Different Voting Rights?

Yes. A company can issue shares carrying:

  • One vote per share
  • Multiple votes per share
  • No general voting rights
  • Voting rights only in specified circumstances

Different voting rights can help founders retain control while allowing other people to invest. However, the structure should be clearly drafted to prevent ownership disputes.

Can Shares Have Different Dividend Rights?

Yes. Different share classes may receive:

  • Equal dividends
  • Different dividend amounts
  • Fixed dividends
  • Priority dividends
  • No dividend
  • Dividends determined by a particular formula

Dividends can only be paid from distributable profits and must comply with the rights attached to each class.

Can a Company Create a New Share Class Later?

Yes, but it may require:

  • Checking the articles of association
  • Passing a shareholder resolution
  • Amending the articles
  • Obtaining class consent
  • Authorising the directors to allot shares
  • Updating the statement of capital
  • Filing the required forms with Companies House

The company must normally notify Companies House within one month of issuing additional shares.

Do Share Classes Affect Tax?

They can. Different dividend rights, employee shares, transfers at undervalue and changes to share rights may create tax consequences.

Share classes may also affect eligibility for certain investment tax-relief schemes. Not every type of preference, redeemable or restricted share will qualify.

Professional advice may be appropriate before creating a complex structure.

Which Type of Share Should a Small Company Use?

Many small owner-managed companies begin with one class of ordinary shares providing equal voting, dividend and capital rights.

Additional classes may be useful when:

  • Founders have different ownership rights
  • Investors require priority
  • Employees receive shares
  • Voting control must be separated from financial ownership
  • Different dividend arrangements are needed
  • The company expects future investment

Avoid creating multiple classes unless there is a clear commercial reason.

Share-Class Checklist

Before issuing shares, decide:

  • Who will own each class
  • What voting rights apply
  • How dividends will be distributed
  • What happens when the company is sold
  • What rights apply on winding up
  • Whether shares can be transferred
  • Whether the company can redeem them
  • Whether existing shareholders have pre-emption rights
  • Whether the articles need to be amended
  • Whether tax advice is required

Final Thoughts

A UK company can issue ordinary, non-voting, preference, cumulative preference, redeemable, deferred and customised share classes.

The most important consideration is not the class name but the voting, dividend and capital rights attached to it. A simple ordinary-share structure may suit a small company, while businesses with investors, employees or multiple founders may require carefully drafted share classes.

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