RE: Try FILL/KILL16 Mar 2023 13:09
An ordinary resolution requires a simple majority vote of those members voting. Unless the articles of association provide otherwise, an ordinary resolution gives control over the composition of the board of directors, the ability to appoint auditors, to increase capital, the authority to allot shares, the declaration of dividends and control of the company generally.
A special resolution, which requires a majority of 75% of members voting, is often required in several situations, usually where constitutional change is involved or the articles require it such as to alter the articles of association, to change the company's name, to permit the issue of new shares otherwise than pro rata to existing members, to reduce capital, to approve a voluntary winding up or to approve a reconstruction, a scheme of arrangement or a merger scheme. Given the levels of attendance at most meetings, it may well be possible to block a special resolution with a stake of less than 25%.
For every successive level of shareholding set out below, the rights and obligations attaching to each level of lesser shareholding also apply.
Shareholding Rights (subject to any contrary or different provisions in the company's articles) and obligations
One share
Rights:
to receive notice of, attend and vote at any general meeting;
to receive, within the required timescales or on demand, the company's last annual accounts and reports;
to request a copy of the company's articles;
to inspect and obtain a copy of the minutes of general meetings;
to inspect any director's service contract or memorandum setting out the terms and conditions of the contract;
to petition the court to order that the company's affairs are being conducted in a manner unfairly prejudicial to the interests of its shareholders or that any actual or proposed act or omission of the company is or would be prejudicial; and
to compel a third party to acquire the shareholder's shares if the third party has acquired 90% of the company's shares under a takeover offer.
Obligations:
A public company can require a shareholder to disclose its direct or indirect interest in the company's shares.
1%
The obligation to disclose the holding if the company goes into an offer period and to disclose any dealings during the offer period.
3%
The obligation to disclose direct and indirect holdings of voting rights to the company.
5%
Rights:
to require the directors to call a general meeting;
to require the company to circulate to shareholders a statement of up to 1,000 words in relation to a proposed resolution at a general meeting;
to require the company to notify its shareholders of a resolution to be moved at the next annual general meeting;
to require the company to include any business matter in its annual general meeting (other than a proposed resolution);
to require the directors to obtain an independent report on any poll taken at a general meeting of the company; and
to apply to
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