Category Archives for "Shares"

Your guide to appointing a proxy at a private Australian company

By Vivian Michael | Shares

Photo by Parker Johnson on UnsplashIn this article, I will cover what you need to know about appointing a proxy at a private Australian company. This guidance is from the Corporations Act 2001. In a hurry? Jump ahead.  Quick Navigation Who can appoint a proxy?Votes Rights of proxies Appointment forms and listsAppointing a proxy Corporations Regulations 2001 2G.2.01Proxy documentsDirection about vote Chair to act […]

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The rights of a shareholder with over 50% voting rights in an Australian company

By Vivian Michael | Shares

Photo by Anete Lūsiņa on UnsplashBelow I’ll explain the rights of a shareholder with over 50% shares based on the Corporations Act.  And I am going to use the term shareholder because its more widely known than ‘member’ which is used in the Corporations Act 2001. So, here’s what a shareholder over 50% of shares can do.MeetingsIf company directors fail […]

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Shareholder rights to put resolutions at meetings

By Vivian Michael | Shares

Photo by Hey Beauti Magazine on UnsplashI’ve been writing a lot about shareholder rights lately, with good reason – shareholder rights aren’t that obvious.  Now, if a shareholder only has visibility of their rights in a shareholder agreement, it’s easy for that shareholder to believe they only have those rights only. Not so. Shareholders have rights under the Corporations Act 2001. […]

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Varying and cancelling share class rights

By Vivian Michael | Shares

Photo by rawpixel on Unsplash​Here’s what you need to know if you want to vary or cancel rights for a certain share class. In a rush? jump ahead. Quick Navigation What are share classes?If your constitution sets out a procedure No constitution rulesNotice of variation or cancellationIssuing new class of shares varies rightsIf there’s no unanimous support to vary, cancel […]

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Shareholder meetings at Australian private companies

By Vivian Michael | Shares

Photo by rawpixel on Unsplash  So here’s what you need to know about how shareholders (aka members) are able to participate in meetings and their meeting rights.   Our focus in this article is unlisted companies. Let’s begin.Directors may call meetingsThere’s a replaceable rule that says directors may call shareholder meetings – it’s in section 249C of the Corporations Act.  And as […]

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What goes into the shareholder register of your Australian company?

By Vivian Michael | Shares

Photo by rawpixel on UnsplashFirst, what exactly is a register? A register is a record of certain company information that must be kept because it’s a Corporations Act 2001.  Also, below I will use the term ‘shareholder’ because it’s more familiar than ‘member’.  Finally, I will only be covering companies with under 50 shareholders and companies that are not on the […]

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When courts in Australia help oppressed shareholders

By Vivian Michael | Shares

Photo credit:  Alexandra Marcu, Unsplash Oppressed shareholders need to know they have options. They can communicate with the company’s board, meditate or go to court.  In this article, I’ll take you through real-life cases to give you an idea of when courts in Australia help oppressed shareholders.  And, shareholders are able to bring an action against an oppressive […]

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Deed of Accession Guide

By Vivian Michael | Shares

A startup’s guide to the deed of accessionSo what exactly is a deed of accession ? In short, it’s a legal document that binds someone to an existing agreement.  For this purpose of this post, we are referring to a deed of accession that binds a new shareholder to an existing shareholder agreement.  And why have […]

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The startup’s share sale agreement guide

By Vivian Michael | Shares

How to use a share sale agreementA share sale agreement outlines sale terms between a share seller and buyer. And, a share sale agreement is not to be mistaken for a shareholder agreement because they have 2 different roles.  This difference means it’s not ideal to replace a share sale agreement with a shareholder agreement. So what exactly […]

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Shareholder agreements: a simple guide for startups

By Vivian Michael | Shares

Answers to common questions about shareholder agreementsThis article tackles some of the common questions about shareholder agreements asked by startups launching in Australia. So what is a shareholder agreement ?Simply, a shareholder agreement set out the rights and responsibilities of shareholders.  Importantly, a shareholder agreement is not the same as a share sale agreement.  A share sale […]

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