75% Shareholding - List of Rights

(includes all listed below)

Shareholder Rights

Pass a Special Resolution

A Special Resolution is a resolution passed by 75% of the members present in person or by proxy and entitled to vote at a general meeting.

Not less than 21 days notice specifying the intention to propose the resolution as a special resolution must be given to the members.

The following are examples of matters for which a special resolution is required by CA2006:

Any Restrictions

Weighted voting rights Unfair prejudice (s 994) i.e. the court has power to set aside resolutions of members if the members with the majority of the voting power have used their votes for a corrupt purpose.

(See Clemens v Clemens)

Statutory Position (CA 06)

CA 2006, s 283

(a) alteration of the articles

CA 2006, s 21(1)

(b) change of name

CA 2006, s 77(1)

(c) reduction of share capital

CA 2006, s 641(1)(a)1

(d) authority for allotment of equity securities by the directors without restriction or subject to modified restrictions

CA 2006, s 571

(e) re-registration of: an unlimited company as a limited company;

CA 2006, s 105(1)

a private company or an unlimited company as a public company; or

CA 2006, s 94(2) & s 90

a public company as a private company

CA 2006, s 105

(f) approval of certain off-market purchasers by a company of its own shares

CA 2006, ss 694, 695 & 696

(g) resolution of a company for winding up by the court; or for voluntary winding up

50+ % Shareholding - List of Rights

Shareholder Rights

Pass Ordinary Resolution

An ordinary resolution is not defined by Companies Act 2006 but is one passed by a simple majority (i.e 50.01%) of the votes cast by the members entitled to vote and present personally or by proxy at the meeting.

Where CA 2006 or the articles do not specify the resolution required an ordinary resolution will suffice and satisfies a requirement of CA 2006 for a resolution of the company or a decision of the company in general meeting.

Decisions which may be made by ordinary resolution, include:

Any Restrictions

Statutory Position (CA 06)

(a) any item of routine business where CA 1982006 requires approval of the matter by members in general meeting;

(b) exercising authority to alter (but not reduce) the authorised share capital;

CA 2006, ss 617 & 618

(c) provide or renew the directors' authority to allot relevant securities;

CA 2006, s 551(8)

(d) payment of a final dividend;

(e) capitalisation of reserves;

(f) approval of transactions between the Company and "connected" persons;

CA 2006, s 190

(g) removal of a director (providing special notice of the resolution has been given).

CA 2006, s 168

Ordinary Resolution With Special Notice

Special notice of the intention to propose certain ordinary resolutions must be given to the company.

These resolutions requiring special notice include those proposing:

(1) The removal of a director

CA 2006, s 168(2)

(2) The appointment as auditor of a person other than the retiring auditor

CA 2006, ss 510-513

(3) The removal of an auditor before the expiration of his term of office

CA 2006, ss 510-513

25+ % Shareholding - List of Rights

Shareholder Rights

Block Special Resolution

Any Restrictions

Statutory Position (CA 06)

CA 2006, s 283

10% Shareholding - List of Rights

Shareholder Rights

The right to have the Company's Annual Accounts audited

Any Restrictions

Statutory Position (CA 06)

CA 2006, s 476

5+ % Shareholding - List of Rights

Shareholder Rights

The right to refuse to consent to short notice

Any Restrictions

Any request must be given to the company in writing at least one week before the General Meeting to which the statement relates.

Statutory Position (CA 06)

CA 2006, s 307(5) & (6)

The right to circulate a written statement

CA 2006, s 314

The right to call a General Meeting

CA 2006 s 303

Any % Shareholding - List of Rights

Shareholder Rights

The right to ask the court to call a General Meeting

Any Restrictions

Statutory Position (CA 06)

CA 2006, s 306

The right not to be unfairly prejudiced

CA 2006, s 994

The right to have the company wound up provided that it is just and equitable to do so

The right to vote

CA 2006, s 284

The right to receive notice of general meetings

CA 2006, s 310

The right to a dividend if one is declared

Directors have power (but are not obliged to) declare a dividend. Members cannot vote to pay themselves more than the directors have recommended.

Model Articles, Article 30

The right to a share certificate

This right Depends on the Articles of the company. See the section of this site entitled "selling your shareholding".

CA 2006, s 769

A members right to have his name entered on the Register of Members

CA 2006, s 113

The right to a copy of the Annual Accounts

CA 2006, s 431

The right to an AGM

ONLY IF IN ARTICLES

The right to inspect Minutes of General Meetings

CA 2006, ss 248, 355 & 358

The right to vote

The right to inspect the register of members and index of members' names without charge

CA 2006, s 116(1)(a)

The right to require a copy of the register of shareholders within 10 days of the request subject to a charge

CA 2006, s 116(2)

The right to inspect the register of directors service contracts without charge

CA 2006, s 229(1)

Registers to be maintained at a Company's Registered Office

Register of Directors and Secretaries

CA 2006, s 162 & 275 to record the information required by CA 2006, ss 163 & 277

Register of Members

CA 2006, s 113

Register of Directors' Interests in Shares

CA 2006, s 808

Register of Charges, together with copies of all instruments Containing registration with the Registrar under CA 1985, s295

CA 2006, ss 875-876

Minute Books

CA 2006, s 248