64A. Issue of shares with different voting rights by public company

Question 1

64A. Issue of shares with different voting rights by public company

Answer 1

General overview
[64A.01] Multiple voting in public companies, i.e. shares carrying more than one vote per share, was introduced by Act No 36 of 2014. However, public companies that are listed on the Singapore Exchange are not allowed to issue shares with multiple voting rights. Further, see s 74 on rights attached to a class(es) of shares or class rights.

Question 2

Issue of shares with different voting rights

Answer 2

[64A.02] Act No 36 of 2014 introduced the right of public companies to issue shares that confer special, limited or conditional voting rights, or not confer voting rights: s 64A(2). For shares with the right of veto

Question 3

Requirements for the issuance of such shares

Answer 3

[64A.03] The requirements are: (a) that the constitution of the public company allows for the issuance of such shares and the rights of each class of shares are set out in the constitution: s 64A(1); and (b) the issuance is approved by a special resolution at the company’s general meeting: s 64A(3).

Question 4

Private companies

Answer 4

[64A.04] Private companies always have the right to issue shares with special rights, limited or conditional rights or no voting rights: reg 7(1) and (2) of the Companies (Model Constitutions) Regulations 2015. A company has power to issue shares ranking in preference to its existing shares. There is no implied term in the company’s articles that all the shares in a company shall be equal: Andrews v Gas Meter Co [1897] 1 Ch 361, CA ; cf the presumption of equality of shares in the absence of express distinction between rights of different classes of shares: Birch v Cropper (1889) 14 App Cas 525, HL . Where there is express provision in the terms of issue spelling out the rights to a class of shares, then that provision is exhaustive of those rights