Guide to Shareholders Rights

28 March, 2017

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