Company Formation Specialists

Shareholders rights are set out in the company’s Articles of Association. Usually companies are formed with just one class of shares (i.e. Ordinary Shares), however it is possible to divide these shares into classes (see Share Capital).

The type of resolution you are required to pass depends on the type of change you are making, form example:

• To increase the authorised share capital the company must pass an Ordinary Resolution.
• To change the company’s name the company must pass a Special Resolution.

The minimum number of voting shares is required in order to pass each type of resolution.

Pass a Special Resolution – 75%

Pass an Ordinary Resolution – Over 50%

Demand a Poll – 10% (over this may be lowered by the articles of association)

Require the board to convene an Extraordinary General Meeting – 10%

Notice of Shareholder meetings

The shareholders must be notified in writing if a general meeting is to take place. The notice varies depending on the type of meeting and the proposed resolution:

Extraordinary General Meeting to propose an Ordinary Resolution = 14 days

Extraordinary General Meeting to propose a Special Resolution, Annual General Meeting or A meeting to appoint a director = 21 days notice

A meeting to discuss the proposed removal of a director requires formal written notice at the company’s Registered Office at least 28 days before the meeting is to take place (this is deemed to be ‘Special Notice’ and also applies where a company proposes to remove an auditor).

An Annual General Meeting may be announced on short notice, providing 100% of the shareholders are in agreement.

An Extraordinary General Meeting may be convened on short notice providing 95% of the shareholders agree to this. Top Of Page

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