Since 6 May 2026, Singapore companies with more than one class of shares have had to operate under a new statutory floor when it comes to changing the rights attached to any class. The Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) codifies, for the first time in the Companies Act 1967, a minimum 75% approval threshold for any variation or abrogation of class rights, unless a company’s constitution sets an even higher bar. For companies with preference shares, multiple share classes from successive funding rounds, or family constitutions that carve out different classes for different branches of a family, this is a change worth understanding properly rather than filing away as background noise.
What changed on 6 May 2026
Before this amendment, the Companies Act left companies more room to set their own threshold for varying class rights through their constitution, and in the absence of an express provision, the position was less certain and sometimes contested. CALA 2025 removes that ambiguity. It now provides that any variation or abrogation of the rights attached to a class of shares must be approved by shareholders holding at least 75% of the voting rights of that class, unless the company’s constitution requires an even higher threshold. A company cannot contract down to a lower bar. It can only set the bar higher.
This sits alongside a related change also introduced in the same tranche of amendments: new double-threshold requirements for selective share buybacks, which similarly aim to prevent a majority shareholder from using a simple majority to reshape the capital structure in ways that prejudice a minority class. Read together, the two changes reflect a consistent policy direction under CALA 2025: protect minority shareholders and minority share classes from being outvoted on matters that affect their specific class rights, even where the majority has enough votes to pass an ordinary special resolution generally.
Why this matters most for multi-class cap tables
The practical impact of this change is concentrated in companies that actually have more than one class of shares. This is common in three scenarios that Singapore company secretaries deal with regularly.
Venture-backed startups with preference shares
Startups that have raised seed or Series A funding typically have ordinary shares held by founders and preference shares held by investors, often with further sub-classes across funding rounds (Series A, Series B, and so on). Any proposed change to the rights attached to preference shares, such as anti-dilution protection, liquidation preference, or board nomination rights, will now clearly require 75% approval of that specific class, not merely a company-wide special resolution. Founders and boards planning a down round, a recapitalisation, or a renegotiation of investor rights should build this threshold into their cap table modelling from the outset.
Family companies with multiple share classes
Family-owned companies sometimes use different share classes to separate voting control from economic entitlement across generations or branches of a family, an arrangement often set up alongside broader family office succession planning. Where a class of shares carries different dividend or voting rights for a particular branch, any attempt to vary those rights, for example during a generational handover, now needs to clear the 75% class threshold, giving that branch a meaningful blocking position even if it does not control the company overall.
Companies restructuring ahead of a sale or IPO
Pre-exit restructurings often involve converting or collapsing multiple share classes into a single class to simplify the capital structure for a buyer or for listing purposes. That kind of conversion is a textbook variation of class rights, and boards planning one should build in the time needed to secure 75% approval within the affected class, rather than assuming a simple company-wide special resolution will suffice.
What company secretaries should check now
| Item | Why it matters under CALA 2025 |
|---|---|
| Constitution review | Check whether the company’s constitution already specifies a class rights variation threshold. If it is silent or sets a threshold below 75%, the statutory 75% floor now applies regardless. |
| Shareholder agreements | Cross-check any shareholders’ agreement or investor rights agreement against the new statutory threshold to confirm there is no inconsistency that could create disputes later. |
| Board resolution templates | Update templates for share allotment and constitutional amendment resolutions to reflect the correct approval mechanics for class-specific votes. |
| Cap table documentation | Ensure the register of members clearly identifies which shares belong to which class, since the 75% threshold is calculated by reference to the class, not the company as a whole. |
Companies that already maintain disciplined share issuance and allotment records will find this a relatively light compliance lift. The main risk is for companies whose constitutions were drafted years ago on the assumption that a simple special resolution would always suffice for constitutional changes affecting a class of shares.
How this interacts with existing special resolution requirements
It is worth being precise about how the new class rights threshold sits alongside the general 75% threshold for special resolutions under section 184 of the Companies Act 1967. A special resolution passed at a general meeting of all shareholders already requires 75% of votes cast by members entitled to vote. What CALA 2025 adds is a distinct, class-specific gate: even if a company-wide special resolution passes comfortably, a change that varies the rights of a particular class must separately clear 75% approval within that class. In a single-class company, this distinction rarely bites. In a multi-class company, it can be the difference between a resolution that is validly passed and one that is vulnerable to challenge.
Further detail on the commencement of this and other CALA 2025 provisions is available from ACRA, and the underlying legislative text can be checked against the Companies Act 1967 on Singapore Statutes Online.
Practical next steps
Companies with more than one class of shares should treat this as a prompt to review their constitution and any related shareholder documentation before the next constitutional amendment, share buyback, or capital restructuring is proposed. Getting the class-specific vote wrong is not simply a procedural slip. It exposes any resulting variation to challenge by the disadvantaged class, which can unwind a transaction long after the parties believed it was settled. If your company is contemplating a down round, a family succession restructuring, or a pre-exit simplification of its share classes, it is worth confirming the correct approval mechanics before the shareholder meeting is convened rather than after.
For the latest Singapore business news and regulatory updates, there are useful resources for directors and business owners tracking changes like this one.
How Raffles Corporate Services can help
Raffles Corporate Services helps companies review their constitutions, shareholder agreements, and cap tables against the CALA 2025 changes, and prepares the board and shareholder resolutions needed to implement class rights variations correctly. Beyond corporate compliance, business investment planning is equally important for founders and family shareholders navigating a changing capital structure.
To speak with the team at Raffles Corporate Services, you can email [email protected] or call, SMS, or WhatsApp +65 8501 7133. We are happy to assist with any queries.
The Editorial Team, Raffles Corporate Services
Leave A Comment