90% Shareholding - List of Rights (includes a

90% Shareholding - List of Rights

(includes all listed below)

Shareholder Rights

Not less than 90% (or such higher percentage, not exceeding 95%, as may be specified by the company's Articles)

Hold an General Meeting on short notice (i.e less notice to the members than would normally be required)

Any Restrictions


Statutory Position (CA 06)

CA 2006, s 307(4)(5)(6) & (7)

75% Shareholding - List of Rights

Shareholder Rights

Pass a Special Resolution

A Special Resolution is a resolution passed by 75% of the members present in person or by proxy and entitled to vote at a general meeting.

Not less than 21 days notice specifying the intention to propose the resolution as a special resolution must be given to the members.

The following are examples of matters for which a special resolution is required by CA2006:

Any Restrictions

Weighted voting rights Unfair prejudice (s 994) i.e. the court has power to set aside resolutions of members if the members with the majority of the voting power have used their votes for a corrupt purpose.

(See Clemens v Clemens)

Statutory Position (CA 06)

CA 2006, s 283


(a) alteration of the articles


CA 2006, s 21(1)


(b) change of name


CA 2006, s 77(1)


(c) reduction of share capital


CA 2006, s 641(1)(a)1


(d) authority for allotment of equity securities by the directors without restriction or subject to modified restrictions


CA 2006, s 571


(e) re-registration of: an unlimited company as a limited company;


CA 2006, s 105(1)


a private company or an unlimited company as a public company; or


CA 2006, s 94(2) & s 90


a public company as a private company
CA 2006, s 105