BL - Shareholders general

Question 1

What remedy is available to members by reference to the articles if their rights as members are infringed?

Answer 1

• They can Sue under s33 CA 2006
• Remedy is damages 💵

Question 2

What are the ‘members rights’?

Answer 2

• right to dividend 💵
• right to share in surplus capital 💰
• Right to receive notice of GM & AGMs 📆
• right to vote ✔️

NOTE: the right needs to be a MEMBERSHIP right - so rights in Articles that are not membership rights are not covered (such as right to be appointed as Sols).

Question 3

What rights do all shareholders have?

Answer 3

• Receive a notice of a GM
• Appoint a proxy to attend a GM in their place
• Receive a dividend (if declared)
• Receive a copy of the coy accounts
• Inspect minutes and registers
  🚨
  .
• Ask the court to prevent a breach of directors’ duties👮‍♂️🎩
• Commence a derivative claim 🥸
• Bring a petition for unfair prejudice 💩
• Bring a petition for just and equitable winding up 💥

Question 4

What rights do holders of 5% share capital have?

Answer 4

• Require directors to call a GM 🗣️
• Require the circulation of written statements regarding proposed resoluitions at a GM 🗒️
• Circulate a written resolution 📝

Question 5

What rights do holders of 10% or more share capital have?

Answer 5

Demand a poll vote

Question 6

What rights do holders of OVER 25% share capital have?

Answer 6

• Block a special resolution
  (a special resolution needs 75% or more vote)

Question 7

What rights do holders of OVER 50% share capital have?

Answer 7

• Pass or block an ordinary resolution

NOTE: Ord Res requires OVER 50% to pass. Therefore 50% SH can block but cannot force one through.

Question 8

What rights do holders of OVER 75% share capital have?

Answer 8

Pass a special resolution

Question 9

Can members request to review or get a copy of the register of members?

Answer 9

Yes - they cannot be charged a fee but people who are not members an be charged a fee

Question 10

What is the process for reviewing/obtaining a copy of the register?

Answer 10

• make a request ✍️
• Company must comply within 5 working days, or 🤝
• apply to court to refuse if it believes the request is not for a ‘proper purpose’ 🤬👨‍⚖️