Please enable JavaScript.

Coggle requires JavaScript to display documents.

Shareholders and Shares - Coggle Diagram

- - - - person can become shareholder by
        
        being alloted new shares
        
        being transferred shares by existing shareholder or by transmission
      - directors authority to allot shares
        
        s69, unless consitution provides otherwise
        
        authority can be revoked or varied by company in general meeting by ordinary resolution
        
        normally authorised by ordinary resolution
      - done bona fide and in interests of company
    - - directors and secretary notify of any interest they have in shares and debenture - s. 261
      - failure to comply with disclosure obligation - s. 1060 for PLC
      - court can make disclsoure order if just and equitable to do so and financial interest prejudiced by non disclosure
      - s. 800 person with financial interest in company may apply to court for disclsoure order
- - - - O'Neill v Ryan shareholder gains no proprietary interest
      - share an interest in nature of a personaltiy
        
        s66(5) shares personal estate can be trasnfered
    - - torkington v magee form of incorporeal personal property, can't be asserted by taking physicial possession
- - - - s 124 - company in general meeting may declare dividend can't exceed amount recommended by directors
      - no obligation to declare one while company solvent - but once declared becomes payable and if not paid can sue for money
      - dividend payment out of company;s profits to shareholders - payable once declared
      - Wilson v Dunnes Stores while shareholder is a creditor when owed dividend, not normal creditor, rank behind normal creditors - no longer entitled to dividend when insolvency - becomes part of assets - anything left after creditors paid - surplus assets
      - Flitcrofts directors liable for difference between unalwful divdidends and those that should have lawfully made
      - Sam Weller and Sons failure to declare dividend may eventually constiute oppression
      - distributions - halsubry laws - if may be made - determined by reference to profits
        
        buchanan v mcvey power to pay dividends not unlimited - can only distribute what can be regarded as profits
      - bairstow if accounts not prepared according to statutory requiremnets. distibution not lawful- best practice to prece distribution with auditors statement
      - 117 - can only make distribution out of profits avaialbe
      - it's a wrap couple owned business took dividend rather then salary - liable as taking dividned when company insolvent- knew it was a dividend and knew insolvent
      - burland earle company no obligation to divide all profits can keep reserves - court didn't want to ge involved
      - act refers to distribution - defiend 123
      - mcpherson important distirbution made in capacity as emmber and in other capacity such as employeee
      - flitcroft if director knowingly allows unlawful distribution may be personally liable
      - disguised distributions not allowed
    - - for all members unless excluded by terms of shares or articles
      - right to receive notification
      - right to vote unles changed by articles - can have loaded voting rights - Bushill v Faith (for removal of directors)
      - attend general meetings and have notice
        
        kaye v croyden notice for meeting, didn't disclsoe golden handshake payments - not bound as didn't know what voting on - misleading
    - - s 94 - can be transferred like any other personal property
  - - - receive fixed dividend every year and in priority to oridnary shareholders - presumed to be cumlative (Webb v Earle
      - entitled to dividend if company being wound up and still owed dividend
      - imperial hotel (cork) - right to annual accumulative dividned - held survives winding up of company - payment by liquidator in preference to arres by ordianry shareholders
      - presumed non-participatory unless stated otherwise
- - - - make payment when requrest
- - - - courtney - suggest test of whether or not majority of shareholders vote for alteration at expense of minority where interest of different members in cotnrast
- - - - s170 2014 act - beneficial interest not required to be registered
      - Riordan v Provicnial Bank held company not have responsibility of attending to trusts on shares
      - McGrattan court declared resolution invalid because company had knowledge trustees acting i nbreach of trust
      - 2019 EU Regulation anti-money laundering - obligation to gather info and maintain beneficial ownership register