Shareholders

Shareholders’ Rights

Nature of Shares The shareholders are the owners of the company. Their rights are property rights. Shareholders may usually exercise their rights, selfishly in their own interests. This differs from the position with directors, who owe duties to the company.… Read the rest

Resolutions

Resolutions at Meetings The shareholders act by resolutions passed at general meetings. Details of the proposed business should be given in the notice of the meeting. In the case of special resolutions, the precise wording of the resolution should be given.… Read the rest

Registers

Registers Required A number of registers must be made available by companies to their members, and in some cases, to others. They include directors’ and secretaries’ register; disclosable interests (by directors) register; minutes of meetings; register of debentures directors’ service contracts; and instruments creating charges.… Read the rest

Proceedings

Constituting the Meeting A valid meeting requires a quorum.The quorum is specified by the constitution. The standard position for a private company requires two persons present in person or by proxy.A meeting generally requires at least two persons for a quorum. … Read the rest

Oppression Process

Remedies for Oppression I The remedies which the court may order where oppression or the disregard of interests is found are in the widest terms. It has the power to make such orders as are necessary to end the matters complained of. … Read the rest

Oppression

Overview I Almost all companies in Ireland are private companies. This is now the default type of company under the Companies Act 2014. Almost all private companies are run by a relatively small number of shareholders, who are also typically directors.… Read the rest

Minority Protection

Shareholders’ Freedom As a general principle, the decision of the majority in value of the shareholders prevails. Shares are property and they may be used as the shareholder wishes, in his own interests. Subject only to the constraints mentioned below, shareholders have considerable latitude in relation to the manner in which they use their powers.… Read the rest

Membership

Becoming a Member A person becomes a member (shareholder) of a company by being entered in the internal register of members. The register must be kept by the company secretary at the registered office. The register is sometimes called the share register.… Read the rest

Members’ Agreements

Background A shareholders’ agreement is an agreement between the members of the company to exercise their rights as shareholders and their voting rights in such a way as to give effect to the terms of the agreement. … Read the rest

Meetings

Company Meetings I Shareholders participate in companies through members’ meetings. There are two main kinds of meetings, Annual General Meeting (AGMs) and Extraordinary General Meetings (EGMs). AGMs are held annually and deal with certain regular business.… Read the rest