COMPANY LAW STUDY NOTES:
LEARNING UNIT 1: SHARE HOLDERS AND COMPANY MEETINGS
(1.1) INTRODUCTION AND DEFINITIONS:
DEFINITION OF A SHAREHOLDER:
S1 definition of a shareholder is more limited, as it refers to the holder of a share issued by a
company and who is entered as such in the company’s security register.
S57(1) definition of a shareholder is a person who is entitled to exercise any voting rights in
relation to a company, irrespective of the form, title or nature of the securities to which those
voting rights are attached. It also includes a debenture holder who has voting rights. (This
definition is only for purpose of Part F of Chapter 2 of the Act – that deals with the governance
of companies.
A shareholder is a person who holds at least one share issued by the company and is entered
as a shareholder in the securities register.
The term ‘member’ denotes a shareholder and is only used with non-profit companies.
S66(1) The business and affairs of a company must be managed by or under the direction of
its board, which has the authority to exercise all of the powers and perform any of the functions
of the company, except to the extent that this Act or the company’s Memorandum of
Incorporation provides otherwise.
SECURITIES REGISTER: - register of issued securities.
‘Securities’ (S1) means any shares, debentures or other instruments, irrespective of their form
or title, issued or authorised to be issued by a profit company.
A securities register must contain certain information about each class of securities, such as
names and addresses of persons to whom securities were issued; the number of
securities issued to each person and date of issue.
• A non-profit must keep a register of members.
LEARNING UNIT 1: SHARE HOLDERS AND COMPANY MEETINGS
(1.1) INTRODUCTION AND DEFINITIONS:
DEFINITION OF A SHAREHOLDER:
S1 definition of a shareholder is more limited, as it refers to the holder of a share issued by a
company and who is entered as such in the company’s security register.
S57(1) definition of a shareholder is a person who is entitled to exercise any voting rights in
relation to a company, irrespective of the form, title or nature of the securities to which those
voting rights are attached. It also includes a debenture holder who has voting rights. (This
definition is only for purpose of Part F of Chapter 2 of the Act – that deals with the governance
of companies.
A shareholder is a person who holds at least one share issued by the company and is entered
as a shareholder in the securities register.
The term ‘member’ denotes a shareholder and is only used with non-profit companies.
S66(1) The business and affairs of a company must be managed by or under the direction of
its board, which has the authority to exercise all of the powers and perform any of the functions
of the company, except to the extent that this Act or the company’s Memorandum of
Incorporation provides otherwise.
SECURITIES REGISTER: - register of issued securities.
‘Securities’ (S1) means any shares, debentures or other instruments, irrespective of their form
or title, issued or authorised to be issued by a profit company.
A securities register must contain certain information about each class of securities, such as
names and addresses of persons to whom securities were issued; the number of
securities issued to each person and date of issue.
• A non-profit must keep a register of members.
