98.2 Decision making

One of the most important areas where standard articles are likely to fall short of the parties’ expectations is in the area of decision making. The need for minority protection in relation to the company’s powers to change its own constitution has already been mentioned1. An individual shareholder is likely to want some further control over other decisions of the shareholders, for example:

  1. 98.2.1

        the removal of a director from the board, where the Companies Act 2006 confers a non-excludable right on the shareholders to remove a director by ordinary resolution2; and

  2. 98.2.2

        the voluntary winding up

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