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Microlesson · 5-min read

Kinds of Share Capital (Section 43)

# Kinds of Share Capital — Section 43

A company limited by shares has share capital of two broad kinds:

```

Kinds of Share Capital

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+-------------------+--------------------+

| |

Equity Share Capital Preference Share Capital

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+----+----+

| |

With With differential rights

voting as to dividend, voting,

rights or otherwise (DVR shares)

```

## (a) Equity Share Capital [Section 43(a) read with Explanation I]

All share capital that is not preference share capital. Further sub-divided into:

1. Equity shares with voting rights — the 'plain vanilla' equity share, carrying equitable (i.e., equal) voting rights proportionate to paid-up capital.

2. Equity shares with differential rights (DVR shares) — issued in accordance with prescribed rules. DVR may relate to dividend, voting, or otherwise.

Equity shares are often called ordinary shares, and sometimes common shares.

## (b) Preference Share Capital [Section 43(b)]

Discussed in detail in the next lesson — characterised by preferential rights as to dividend and repayment of capital on winding up.

## Key Point — Application

  • Section 43 applies to companies limited by shares.
  • A private company may, however, opt out of Section 43 (and Sections 47, 50(2), 56(4)(d)) by its memorandum or articles — this flexibility is provided to private companies for tailoring class rights.

Worked example

### Example 1

Q. ABC Ltd. issues a class of shares that carry 1.5 times the voting right of an ordinary equity share but a lower dividend. Under which category does this fall?

A. This is equity share capital with differential rights under Section 43(a), Explanation (ii). DVR shares can carry differential rights in dividend, voting, or otherwise.

⚠️ Common exam mistakes

  • Treating DVR shares as a separate third class — they are a sub-category of equity share capital, not a third kind.
  • Confusing 'common share' / 'ordinary share' / 'equity share' as different — they are synonymous.
  • Forgetting that a private company can opt out of Section 43 by its AoA / MoA.
Bare-Act text Section 43 · The Companies Act, 2013 · click to expand
Section 43: The share capital of a company limited by shares shall be of two kinds, namely:— (a) equity share capital— (i) with voting rights; or (ii) with differential rights as to dividend, voting or otherwise in accordance with such rules as may be prescribed; and (b) preference share capital. Provided that nothing contained in this Act shall affect the rights of the preference shareholders who are entitled to participate in the proceeds of winding up before the commencement of this Act.
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