Shareholders
Under the Law on Commercial Enterprises, shareholders of a Private Limited Company exercise their powers through collective decision making in the form of a vote on ordinary resolutions or a special resolutions.
Pursuant to Article 88 of the LCE, ordinary resolutions are passed by a majority of the votes cast by the shareholders who voted on the resolution but may also be passed by a written resolution passed by all shareholders.
The following must be adopted by an ordinary resolution of the shareholders:
- Election of directors (Article 118 LCE);
- Removal of directors (Article 124 LCE);
- Appointment of an auditor (Article 229 LCE); and
- Removal of the auditor except for an auditor appointed by a court (Article 232 LCE).
According to Article 236 of the LCE, a special resolution means is passed by a majority of not less than two-thirds of the votes cast by the shareholders who voted on the resolution, or a written resolution signed by all the shareholders entitled to vote on that resolution.
The following matters require a Special Resolution of the shareholders:
- Change of stated capital account (increase and decrease);
- Merger;
- Dissolution;
- Change of company name;
- Amending the company objectives;
- Redistribution of shares and relative characteristics of share classes;
- Change of the existence term of the company;
- Change of the registered office;
- Change the quorum; and
- Adding any provision to the Articles.
Decisions of the Shareholders are made as follows:
- Directors may call an extraordinary meeting of the shareholders at any time.
- Shareholders holding at least fifty one percent (51%) of the shares may request directors to call a general meeting.
- A notice stating the date, agenda and location of the meeting, as well as any supporting documents in relation to special business and the text of any special resolution to be passed, must be provided at least twenty (20) days before the meeting and not more than fifty (50) days before the meeting. Such notice may be waived by the shareholders.
- Unless the AOI provide otherwise, a quorum at a general meeting is the presence of shareholders holding a majority of shares entitled to vote at the meeting.
- An ordinary resolution is passed by a majority of votes cast by the shareholders who voted, whereas a special resolution is passed by a majority of not less than two thirds (2/3) of the votes cast by the shareholders who voted.
A resolution in writing, signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders, is valid as if it had been passed at a meeting of the shareholders.
Ordinary Shareholders Resolution
Under the Law on Commercial Enterprises (LCE), the shareholders of a private limited company exercise their powers through collective decision making in the form of a vote on ordinary resolutions or a special resolutions.
Pursuant to Article 88 of the LCE, an ordinary resolution is passed by a majority of the votes cast by the shareholders who are voting on the resolution but may also be passed by a written resolution passed by all shareholders.
The following must be adopted by an ordinary resolution of the shareholders:
- Election of directors (Article 118 LCE);
- Removal of directors (Article 124 LCE);
- Appointment of an auditor (Article 229 LCE); and
- Removal of the auditor except for an auditor appointed by a court (Article 232 LCE).
According to Article 236 of the LCE, a special resolution is passed by a majority of not less than two-thirds of the votes cast by the shareholders who are voting on the resolution, or a written resolution signed by all the shareholders entitled to vote on that resolution.
Extraordinary (Special) Shareholders Resolution
Under the Law on Commercial Enterprises, the following matters require a Special Resolution of the shareholders:
- Change of stated capital account (increase and decrease);
- Merger;
- Dissolution;
- Change of company name;
- Amending the company objectives;
- Redistribution of shares and relative characteristics of share classes;
- Change of the existence term of the company;
- Change of the registered office;
- Change the quorum; and
- Adding any provision to the registered Articles.