Plain language law

New Zealand law explained for everyone

Companies Act 1993

Shareholders and their rights and obligations - Powers of shareholders

105: Exercise of powers by ordinary resolution

You could also call this:

“How shareholders make decisions by ordinary resolution”

As a shareholder in a company, you have certain powers. You can use these powers by making decisions with other shareholders. Most of the time, you can make these decisions with something called an ordinary resolution. This is like a vote where more than half of the shareholders who can vote and do vote agree on something.

Sometimes, the law or the company’s own rules might say you need to do things differently. But if they don’t, you can use an ordinary resolution to make decisions. Remember, only the shareholders who are allowed to vote and actually do vote are counted. If most of them agree, then the decision is made.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320482.

Topics:
Business > Industry rules
Business > Fair trading
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104: Exercise of powers reserved to shareholders, or

“How shareholders can use their special company powers”

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106: Powers exercised by special resolution, or

“Shareholders use special votes for big company decisions”

Part 7 Shareholders and their rights and obligations
Powers of shareholders

105Exercise of powers by ordinary resolution

  1. Unless otherwise specified in this Act or the constitution of a company, a power reserved to shareholders may be exercised by an ordinary resolution.

  2. An ordinary resolution is a resolution that is approved by a simple majority of the votes of those shareholders entitled to vote and voting on the question.