Section 169 CAMA 2020

Section 169 Companies and Allied Matters Act is about Construction of class rights. It is under Classes of Shares of Chapter 8 of PART B (Incorporation of Companies and Incidental Matters) of the Act.

Construction of class rights

In construing the provisions of a company’s articles in respect of the rights attached to shares, the following rules of construction shall be observed—

(a) unless the contrary intention appears, no dividend is payable on any shares unless the company resolves to declare such dividend ;

(b) unless the contrary intention appears, a fixed preferential dividend payable on any class of shares is cumulative, and no dividend shall be payable on any share ranking subsequent to them until all the arrears of the fixed dividend have been paid ;

(c) unless the contrary intention appears, in a winding-up arrears of any cumulative preferential dividend, whether earned or declared or not, are payable up to the date of actual payment in the winding-up ;

(d) if any class of shares is expressed to have a right to a preferential dividend, then, unless the contrary intention appears, such class has no further right to participate in dividends ;

(e) if any class of shares is expressed to have preferential rights to payment out of the assets of the company in the event of winding-up, then, unless the contrary intention appears, such class has no further right to participate in the distribution of assets in the winding-up ;

(f ) in determining the rights of the various classes to share in the distribution of the company’s property on a winding-up, no regard shall be given, unless the contrary intention appears, to whether or not such property represents accumulated profits or surplus which would have been available for dividend while the company remained a going concern ; and

(g) subject to this section, all shares rank equally in all respects unless the contrary intention appears in the company’s articles.