Changes to Articles of Association

[Andesee]

Good Afternoon

Recently my co-directors and fellow shareholders voted (in my absence) to adopt new articles of association which financially disadvantage my shareholding value. I am led to believe by an independent source (also a company director) that such changes can only be made by a unanimous vote and not on a majority vote. Can anyone out there please confirm what the true position is please?

Many thanks - Andesee

 

[SimplyCritical]

I think your best asking this question to your lawyer.

 

[StevensOnln1]

I believe a change to the articles of a company requires a 75% majority.

 

[Andesee]

If a 75% majority is all that is needed then I will clearly lose out, but I am reluctant to consult a solicitor at this early stage as it will always be the solicitors that win and I'm not prepared to throw good money after bad. I welcome the views of anyone else with similar experiences.

Thanks - Andesee

 

[Andesee]

Hi All...


After some extensive web research, it appears that as a minority shareholder that I have some protection under s994 of the Companies Act 2006. Has anyone any experience of making a claim under this section? My funds are limited and obviously I don't want to face any legal bills that may exceed any compensation and nor do I want to face costs from the other side should such a claim fail.


Thanks - Andesee

 

[GraemeL]

Think of company with 10,000 shareholders each with one share. I dont think it would require 100% approval to pass a change in the Articles. Sorry!

G