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Shareholders Notes

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Core Module: BLP Paper A

Company Law - Private Limited Companies SHAREHOLDERS

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Powers of Shareholders Shareholders Agreements Substantial Property Transactions Loans to Directors

Powers of Shareholders

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Shareholders = Members

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Members make the KEY decisions

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Shareholders make decisions by:
-Resolution at General Meetings (GMs):

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Ordinary resolution: Where the members are voting at a general meeting by show of hands - the resolution is passed by simply majority (over 50%) of the members present and voting. Where members are voting by written resolution : 50%+ of total voting rights of shareholders entitled to vote.

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Special resolution at GM: requires 75% majority of those present and voting.
-Vote with show of hands
-Poll vote
-Written resolution

Powers granted to Shareholders by: a. CA 2006; b. Company's Articles of Association (special resolutions); c. Shareholder's Agreement How to call a General Meeting WHO can call a GM: Directors (S.304), Shareholders (S.303), or the court (S.306) REQUIREMENTS OF NOTICE:

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S.301 = notice to be sent to every SH and Director

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S.308: manner in which notice must be given

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S.311: contents of notice: time / date / general nature of business to be dealt with etc.

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S.360: 14 clear days (general meeting for Private company). This excludes the day of the meeting and the day notice was given.

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Short notice = S.307(4) - (6)

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Alternatively - board can propose shareholder written resolution (avoid calling GM altogether).

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