Q&As

Can directors in a private limited company have weighted voting rights at board meetings?

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Published on LexisPSL on 19/05/2016

The following Corporate Q&A provides comprehensive and up to date legal information covering:

  • Can directors in a private limited company have weighted voting rights at board meetings?

Although we have limited this answer to cover private companies limited by shares, it is worth noting that there are specific regulatory issues which arise with listed companies which may prevent such companies from having enhanced voting rights.

Although we assume that you are asking whether a director may be granted enhanced voting rights at a meeting of the board of directors (rather than at a meeting of the members where the director is also a shareholder or the representative of a shareholder), for completeness we also cover whether the shares held by a member (whether or not they are also a director) may carry enhanced voting rights on shareholder matters.

We can find no direct authority for the proposition that directors may be granted enhanced voting rights at board meetings. Despite this, we note that in practice, weighted voting rights for directors at board meetings have been included in company articles of association. However, where there i

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