The following sections set out the primary powers of shareholders under the Companies Act, under secondary legislation and related case law. Further information on the roles of members and shareholders can be found in the ODCE Information Book entitled "The Principal Duties and Powers of Members and Shareholders" which is available for download at the end of this page.
A shareholder is a person who holds a share or shares in a company. A member of a company is one of the company's owners whose name appears on the register of members..
Articles of Association
The articles of association of a company are the publicly registered internal rules of a company. They bind the company with its members.
The articles generally provide that the business of the company is managed by the directors, subject to the provisions of the articles of association and to such directions given by the members in a general meeting.
A number of fundamental matters must be ratified by the members, such as an alteration of the company’s constitution (memorandum and articles of association). By amending the articles of association, members can alter their relationship with the directors.
Transfer of Shares
A member’s shares in a company are transferable personal property. In a private company however, restrictions must be placed on the transfer of shares.
A dividend is money paid from a company's profits which may be shared with the members. Members may propose a dividend, but the directors propose the amount of the dividend which must then be voted on by the members. A company is not legally obliged to pay a dividend (Section 117 Companies Act 2014).
Shareholders’ Statutory Pre-emption Rights (Private Companies Only)
Pre-emption’ right applies only to private companies. This means that, where new shares in the company are issued, the existing shareholders have an legal right of first refusal to purchase these shares in proportion to their existing shareholdings. However, the company can remove this right from its constitution by passing a special resolution at a general meeting.
Right to Participate in a Winding-Up
A shareholder has the right to participate in the winding up of a company. Once the creditors and expenses of the liquidator have been paid, any remaining funds are returned to the shareholders in proportion to their shareholdings, unless the constitution provide otherwise.
Rights Regarding Members’ Meetings
The members of the company exercise control over the company at its meetings. The main statutory provisions concerning meetings of a company are set out at sections 175 to 199 of the Companies Act, 2014.
Right to Notice of Meetings
All members of a company are entitled to receive notice of meetings (Section 181 Companies Act 2014). In the case of an AGM at least 21 days’ notice must be given (excluding the date of issue and date of meeting) and n the case of an EGM, 7 days’ notice is required for private companies and 14 days for public companies.
Members’ Powers where the Company is in Default
Where a company or any of its officers is in default in complying with any provision of the Companies Act, a member can serve a notice on the company requiring the default to be made good within 14 days. If the default is not remedied the member can apply to the Court for an orders of direction. (Section 797 Companies Act 2014).
Right of Members to apply for the Restoration of a Company which has been Struck Off the Register of Companies
Where a company has been struck off as a consequence of failing to file an annual return the liability, if any, of every director officer and member of the company continues and may be enforced as though the company had not been dissolved.
If a member of the company is aggrieved at the company’s strike off, they can apply to the Registrar of Companies for the restoration of the Company within 12 months of the strike off. The timeframe to apply for the restoration of a Property Management Company to the Registrar is 6 years - Multi-Unit Developments Act 2011.
Members’ Right to Seek an Investigation of a Company
Certain qualifying members can apply to the Court for the appointment of one or more Inspectors to investigate and report on the affairs of a company. Qualifying members means not less than 10 members of the company or a member or members holding one-tenth or more of the paid up share capital of the company (Section 747 Companies Act 2014).
Right to Petition for the Winding Up of a Company
A member has the right to petition the Court for the winding up of a company on a number of grounds (subject to certain exceptions) Sections 571 & 569 Companies Act 2014.
Right to Petition for Relief in Cases of Oppression
A member cannot bring proceedings to overturn a decision of the company where that decision could be ratified by a majority of its members. However, a member of a company can petition the Court for relief where they consider that the affairs of the company are being conducted, or the powers of the directors are being exercised, in a manner oppressive to that member or to any of the members or is in disregard of their interests as members (Section 212 of the Companies Act 2014).