Understanding Share Classes and Voting Rights

In many companies, not all shares are equal: some carry more votes than others, and the capital a shareholder holds is not always the same as the voting power it confers. Assembley models this precisely by keeping two separate numbers for every company voter — and by computing voting weight from share classes when you use them.

Share capital vs voting rights

For a company voter, Assembley records:

• Share capital — the size of the holding. This is the basis quorum is measured against.
• Voting rights — the weight the vote carries in the tally (how "for", "against", and "abstain" are counted).

Usually these are equal. But once different share classes exist, they can diverge — and keeping them separate is what lets Assembley report quorum and results correctly at the same time.

Share classes and the multiplier

A share class is a named category — for example A-shares and B-shares — with an integer voting-weight multiplier. The multiplier is votes per unit of capital. Classic example:

• A-shares — multiplier 10 (each unit of capital carries ten votes).
• B-shares — multiplier 1 (each unit of capital carries one vote).

Each voter belongs to one class, and the class determines their multiplier. Multipliers must be positive integers — Assembley rejects fractional values like 0.1 or 1.5. This is deliberate: because capital and multiplier are both whole numbers, the resulting voting weight is always a whole number, with no rounding and no ambiguity.

You create share classes when you set up a company group; the step is skipped for associations and optional for companies that vote directly. See Creating and Managing Voter Groups.

How voting weight is computed

When a voter belongs to a class, their voting rights are derived at the moment they are added or imported:

voting weight = share capital × class multiplier

So a holder of 1,000 units of capital in A-shares (×10) has a voting weight of 10,000, while a holder of 500 units in B-shares (×1) has a voting weight of 500 — even though the first holds only twice the capital. A company group without share classes is simpler: you enter the voting rights directly, and they are used as-is.

Crucially, the computed weight is stored at write time and then frozen onto each ballot when a vote is cast. It is never recalculated live during tallying, which means the vote record cannot drift even if you later edit the register.

Why quorum and the tally use different numbers

This is the key idea that share classes make possible:

• Quorum is measured as a percentage of share capital. It answers "was enough of the company represented for this meeting to be binding?" — a question about ownership, so it uses capital.
• The tally uses voting rights. It answers "did the motion pass?" — a question about voting power, so it uses the (class-weighted) voting rights.

With A and B shares, these can point in different directions: a resolution can be carried on voting rights by holders who represent a minority of the capital, while quorum is still assessed against the full capital base. Assembley computes each correctly and shows both, and the distinction is preserved in the evidence package. For more on how each is calculated, see the Quorum & Results articles.

In short

Keep three things in mind: capital is the quorum basis, voting rights are the tally weight, and a share class is simply the integer multiplier that turns one into the other. Decide your classes before you import a large register, because the Class column in the import is what drives each voter's computed weight.

Where to go next

If you haven't built your register yet, read Creating and Managing Voter Groups. New to Assembley? Start with Getting Started with Assembley.