Joint shareholder right to call meetings.

[i.dan]

I understand that Joint shareholders do not each have the same rights, and that generally only 'the senior' is able to vote.
My question is what right if any does the other joint shareholder (in a situation of two joint shareholders holding 20% of shares), to call a meeting?
From what I gather a meeting can be called by any shareholder, holding 5% or more, if they 'hold' a voting right.
I also gather that all joint shareholders have a right to attend and speak at such meetings.
But, can any of them call a meeting, or is only the 'senior' shareholder, holding this right?

[atticus]

You will need to look at this company's Articles of Association. Do you have any kind of agreement with the person with whom you jointly own these shares?

[i.dan]

You will need to look at this company's Articles of Association. Do you have any kind of agreement with the person with whom you jointly own these shares?

our Articles (from CA 1985) - Company number 4893273 (A property management Company)

has the following -

In its Terminology

"Dwelling Holder".... The person or persons to whom the Lease of a Dwelling has been granted or assigned. Joint Dwelling-holders of any one dwelling, .. shall be deemed to constitute one dwellingholder"

"The Holder" in relation to shares means the member whose name is entered in the register of members as the holder of the shares.

And that

In GENERAL MEETINGS, -

"The Directors may call general meetings and, on the requisition of members pursuant to the provisions of the Act, shall forthwith proceed to convene and EGM for the date no later than 8 weeks after receipt of the requisition...'

I do do know what the provisions of the Act (CA 1985) contain.

The Articles later confirm that -

Subject to any rights or restrictions attached to any shares, on a show of hands every member who (being an individual) is present ..., not being himself a member entitled to vote shall have one vote and on a poll every member shall have one vote for every share of which he is the holder"

"In the case of Joint holders the vote of the senior who tenders the vote... shall be accepted to the exclusion of the votes of other joint holders..."

From that. I still do not know if a joint shareholder, if they are not the senior are even a member or can call a meeting??

[atticus]

My second question was: Do you have any kind of agreement with the person with whom you jointly own these shares?

NB the Companies Act 2006 (successor to the 1985 Act) contains no provisions that cover this question.

[i.dan]

My second question was: Do you have any kind of agreement with the person with whom you jointly own these shares?

NB the Companies Act 2006 (successor to the 1985 Act) contains no provisions that cover this question.

Sorry, yes we had a very informal written (emailed) agreement / correspondence that all decisions and votes should be mutually agreeable to us both. But, that meant for little once it was ignored by the 'senior' voting party. We as a company do not have a shareholders agreement.

If the Companies Act cannot provide for this question, and that the agreement between us has no authority..Does this imply that a minority shareholder of a joint share has no powers to call a meeting?

I read somewhere that joint shareholders each own all of that share, much like joint tenants each own all of the Lease. Does that imply that regardless of who has the voting right, each holds the voting share? In which case, if the rule is that only a shareholder holding a voting share can request a meeting, so all joint shareholders hold that right (assuming the share is big enough)?

[atticus]

Why do you think your agreement has no "authority"?

A lot of the answers you seek will be found out by ascertaining the intentions of yourself and this other person when you became shareholders. Let me hazard a guess: you became holder of a share in a property management company by virtue of being joint purchasers of a flat. If so, then the terms of the joint ownership of the flat probably can be implied into the joint ownership of the share.

[i.dan]

Why do you think your agreement has no "authority"?

A lot of the answers you seek will be found out by ascertaining the intentions of yourself and this other person when you became shareholders. Let me hazard a guess: you became holder of a share in a property management company by virtue of being joint purchasers of a flat. If so, then the terms of the joint ownership of the flat probably can be implied into the joint ownership of the share.

Thank you for the reply. I found out that our agreement had no authority, through going to court. The other party in the joint share - joint tenancy, was my ex-partner. she remained as the representative Director and joint-shareholder even after she had left the property and up until I had paid her for her equitable share in it (a duration of three months). To cut a very long story short, The Directors held a meeting which excluded me and voted to a decision which had a wider consequence on the covenants of our Lease. My ex-partner, through her vote was crucial to obtain the majority vote. And it could be considered that her reasoning was not guided by fairness to me.. (or our agreement). I then tried to call a shareholders meeting to discuss the consequence of the vote to the company (but was ignored). The issue ended up in court and the Judge acknowledge the agreement between us and agreed that what had occurred was unfair, but ordered in favour of it regardless.

[atticus]

Next time seek advice before the court case.

[i.dan]

Next time seek advice before the court case.

Touché. However the question was do joint shareholders each have a right to request a call for meetings? I do not know.

[atticus]

I have done a little research on this question.

I am sorry that I missed this, but s 286 Companies Act 2006 provides that in the case of jointly owned shares, only the 'senior' shareholder may vote. This is the first named shareholder. If there are two or more jointly owned shares, then one possibility is to change the order in which the names appear when the various shares are registered with the company.

I can find nothing specifically relating to calling meetings, but it would seem logical that the same principles will apply. The problem here is between the individuals who own the shares jointly, and for them to resolve. In this case, it appears that the court has ruled on the question.

[i.dan]

I have done a little research on this question.

I am sorry that I missed this, but s 286 Companies Act 2006 provides that in the case of jointly owned shares, only the 'senior' shareholder may vote. This is the first named shareholder. If there are two or more jointly owned shares, then one possibility is to change the order in which the names appear when the various shares are registered with the company.

I can find nothing specifically relating to calling meetings, but it would seem logical that the same principles will apply. The problem here is between the individuals who own the shares jointly, and for them to resolve. In this case, it appears that the court has ruled on the question.

In fairness. The Court did not rule on any such specific question. Unless a ruling against a defence, or argument raised in a trial must be assumed if it is not otherwise confirmed. And the only relevant argument in this case was the informal agreement between the joint owners (to share the role equally). An argument the Judge acknowledged, but which did not sway his judgement. I was left with the feeling that even numerous 'technical' arguments can not over-rule a company decision unless they are in themselves unquestionable. I can see how a Judge might consider the straightest path as the most easiest, even if it is in itself unfair.

However if CA states only shareholder who 'hold' the right to vote, can call a meeting. Can that be read as being that is is the 'share' that holds that right. But that it is the senior person of that joint share share that puts forward the vote on behalf of the share (not themselves). Meaning all joint shareholders 'hold' the voting right, even if they cannot each make the vote..?

[atticus]

Shares do not have rights as such: there are rights attached to those shares, held by the holders of the shares. Please see s286, as previously mentioned.