Guide to shareholders rights
Minority shareholders have certain statutory rights under the Companies Act 2006 and these are summarised below. Please refer to the text of each section of the Companies Act 2006 for full details.
|
Section |
Notes |
|
|
21 |
Special resolution required to amend articles of association |
Not less than 75% of vote |
|
32 |
A right to be supplied with copies of constitutional documents |
|
|
116 |
A right to inspect the register of members (without charge) |
|
|
162 |
A right to inspect the register of directors (without charge) |
|
|
168 |
Ordinary resolution enough to remove a director from office |
Simple majority (special notice) |
|
188 |
Approval needs to be obtained from members for directors’ long term service contracts |
Simple majority |
|
190 |
Approval needs to be obtained from members for substantial property transactions between the company and any director |
Simple majority |
|
197 |
Approval needs to be obtained from members for loans to directors |
Simple majority See also 198, 200, 201 &203 |
|
217 |
Approval needs to be obtained from members for payments to directors for loss of office |
Simple majority See also 218 & 219 |
|
229 |
A right to inspect a copy of the terms of directors’ service agreements |
|
|
238 |
A right to inspect a copy of the terms of directors’ indemnity provisions |
|
|
239 |
Approval needs to be obtained from members for the ratification by the company of any acts of directors in breach of duty etc |
Simple majority |
|
260 |
A right to bring proceedings on behalf of the company against a defaulting director |
Known as a “derivative action” |
|
275 |
A right to inspect the register of secretaries (without charge) |
|
|
291 |
A right to receive a copy of any written resolution proposed by directors |
|
|
292 |
A right to require the company to circulate a written resolution |
Requires at least 5% holding |
|
293 |
A right to receive a copy of any written resolution proposed by members |
|
|
303 |
A right to require the directors to call a general meeting |
Requires at least 10% / 5% holding |
|
310 |
A right to receive notice of general meetings |
|
|
314 |
A right to require the company to circulate a statement in relation to any general meeting |
Requires at least 5% holding |
|
321 |
A right to demand a poll vote |
Requires at least 10% holding |
|
324 |
A right to appoint a proxy to vote at general meetings |
|
|
358 |
A right to inspect records of resolutions and general meetings (without charge) |
|
|
366 |
Approval needs to be obtained from members for donations to political parties |
Simple majority |
|
423 |
A right to receive a copy of the company’s annual accounts / reports when circulated generally |
|
|
431 |
A right to be supplied with a copy of the company’s annual accounts / reports on request (without charge) |
|
|
476 |
A right to require audited accounts |
Requires at least 10% holding |
|
488 |
A right to object to deemed re-appointment of auditors |
Requires at least 5% holding |
|
510 |
Ordinary resolution sufficient to remove an auditor from office |
Simple majority (special notice) |
|
551 |
Ordinary resolution required to authorise directors to allot shares (where not already authorised to do so by articles) |
Simple majority |
|
561 |
Pre-emption rights on allotment of shares |
See also 561 to 577 |
|
630 |
Special resolution required to vary class rights |
Not less than 75% of vote |
|
633 |
Right to object to variation of class rights |
Requires at least 15% holding |
|
744 |
Right to inspect and receive copies of the register of holders of debentures |