Directorship and shareholding

[Dracogus]

When was the company incorporated?

Firstly the difference between an ordinary and special resolution must always be 10%. You cant lower an ordinary resolution to below 50% so the minumum you can have a special resolution at is 60%. Please explain how I have made a dangerous statement since all that is in the companies act? I dont see how that is dangerous given you said a minumum 75% will apply and I have said the other parties hold a 56% shareholding?

Share certificates solve everything, he said he has share certificates in his possession.

 

[IzZzy]

Firstly the difference between an ordinary and special resolution must always be 10%.

Section 65(10) regulates instances in which a company's MOI alters the status quo, and as I have set out above, there is no factual assertion made to this effect so you cannot assume it to be so. In fact, the very inferences available from the posts in this thread point in the opposite direction.

Section 65(10) does not automatically reduce the special resolution threshold from 75% to 60%. What it does is ensure that there is at least a 10% margin between the 'highest requirement for an ordinary resolution' and the 'lowest requirement' for a special resolution. The words "at least" are crucial here. It does not reduce the gap, just means that the gap must be at least 10%. Therefore the status quo of 50% for ordinary, and 75% for special is within the parameters.

 

[Dracogus]

Ok I really dont get why we are arguing something so petty, then again you must be a lawyer I assume.

Firstly I meant to say the difference must always be a minumum of 10%. This can be ascertained when you read my third post and fourth post relating to that. I really dont see why you are trying to nit pick this issue when my first statement was not wrong. That the other parties cant pass a special resolution since they would need 60% (if they lowered it) to keep within the threshold of 10% since ordinary can only at a minimum be 50%. Like please read what I said then what you said and my principles are the exact same thing.

Really do not appreciate the "dangerous statement" talk when if you apply your mind the principle is they cant pass a special resolution with a 56% shareholding either way you flip the coin using the facts of the companies act of 2008 (I dont know the old one since we only studied the companies act 2008 at uni). Even on the old table my point is still right in that there can be no special resolution passed.

Overs and unders, done posting here. Hope you get your help.

 

[IzZzy]

Ok I really dont get why we are arguing something so petty, then again you must be a lawyer I assume.

Your assumption is correct. Apologies if my posts came off as abrupt (having reread them) but I certainly am not attacking you.

That the other parties cant pass a special resolution since they would need 60% (if they lowered it) to keep within the threshold of 10%.

That is the correct way of phrasing it. The way you phrased it before made it seem like it automatically was 60%, which is isn't.

Really do not appreciate the "dangerous statement" talk when if you apply your mind the principle is they cant pass a special resolution with a 56% shareholding either way you flip the coin using the facts of the companies act of 2008 (I dont know the old one since we only studied the companies act 2008 at uni). Even on the old table my point is still right in that there can be no special resolution passed.

Again, wasn't meant as a personal attack but your statement made it seem like the special resolution requirement was 60%, as opposed to 75%. With respect, the issue is not petty if it impacts on someone's rights, and statements made incorrectly are dangerous.

 

[Cloud]

Guys, I am in the process of scanning in the docs. I actually came home from the office to do this, will be up shortly.

 

[Cloud]

Went for meeting, sorted it out. All good