Section 394 of The Companies Act No. 17 of 2015: Variation of class rights: companies without a share capital
(1) This section is concerned with the variation of the rights of a class of members of a company that does not have a share capital.
(2) Rights of a class of members may be varied only—
(a) in accordance with the provisions of the company's articles providing for the variation of those rights; or
(b) where the company's articles contain no such provision — if the members of that class consent to the variation in accordance with this section.
(3) Subsection (2) does not affect any other restriction varying the rights.
(4) The consent required for the purposes of this section by the members of a class is—
(a) consent in writing from at least three-quarters of the members of the class; or
(b) a special resolution passed at a separate general meeting of the members of that class sanctioning the variation.
(5) An amendment of a provision contained in a company's articles for the variation of the rights of a class of members, or the insertion of any such provision into the articles, is itself a variation of those rights for the purposes of this section.
(6) In this section, and (except when the context otherwise requires) in any provision in a company's articles for the variation of the rights of a class of members, a reference to the variation of those rights includes a reference to their abrogation.
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