Complete notes covering Workshop 5 of the University of Law's Business Law & Practice Module.
- Member's Decision-Making
- General Meetings
- Written Resolutions
BLP WS 5
Members’ Decision-Making
Decisions within the control of shareholders
The most important decisions impacting the company are reserved to shareholders, including the following:
Changing the COMPANY NAME by special resolution, provided no other procedure is set out in articles: s77(1)
Amending the COMPANY ARTICLES by special resolution: s21(1)
Approving a substantial property transaction (SPT) by ordinary resolution: s190
Approving a DIRECTOR’S SERVICE CONTRACT for a fixed term over TWO years by ordinary resolution: s188
Approving compensation to a director for loss of office by ordinary resolution: s217
Authorising directors to ALLOT NEW SHARES by ordinary resolution: s551(1)
Disapplication of shareholders’ PRE-EMPTION RIGHTS by special resolution: s569(1), s570(1) and 571(1)
Approving contract to BUYBACK company shares by special resolution: s694 and payment to buy back company
shares out of capital by special resolution: s716(1)
Ratify a director’s BREACH OF DUTY by ordinary resolution: s239(1)
Authorising political donations by ordinary resolution: s366(1)
Deciding to register private company as public one by special resolution: s97(1)(a)
Removing a director against his will by ordinary resolution: s168(1)
Removing an auditor of the company by ordinary resolution: s510(2)
Direct board of directors how to act by special resolution: MA4(1)
Wind company up under IA1986
Decision-making procedures for shareholders
The shareholders of a private company with more than one shareholder
will take decisions in one of two ways: (they are mutually exclusive)
by passing a resolution at a shareholders’ general meeting (FULL OR SHORT); or
by a shareholders’ written resolution.
Thresholds of shareholder decision-making power
Shareholding What shareholders can do (subject to articles)
Any Shareholder Vote (if the shareholder’s shares have voting rights).
Receive dividends (if declared).
Receive notice of GMs
5% Circulate a written resolution (s292).
Requisition a GM (s303).
Circulate a written statement (s307(5) & (6)).
10% Right to demand a poll vote (MA 44)
Over 25% Block a special resolution.
Over 50% Pass an ordinary resolution.
Though weighted voting rights may alter this in articles.
75% Pass a special resolution.
Though weighted voting rights may alter this in articles.
100% Pass all resolutions at will.
General meeting
1
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