(1)On a vote on a written resolution—
(a)in the case of a company having a share capital, every member has one vote in respect of each share or each £10 of stock held by him, and
(b)in any other case, every member has one vote.
(2)On a vote on a resolution on a show of hands at a meeting, each member present in person has one vote.
(3)On a vote on a resolution on a poll taken at a meeting—
(a)in the case of a company having a share capital, every member has one vote in respect of each share or each £10 of stock held by him, and
(b)in any other case, every member has one vote.
(4)The provisions of this section have effect subject to any provision of the company's articles.
(5)Nothing in this section is to be read as restricting the effect of—
section 152 (exercise of rights by nominees),
section 285 (voting by proxy),
section 322 (exercise of voting rights on poll),
section 322A (voting on a poll: votes cast in advance), or
section 323 (representation of corporations at meetings).
Cases considering section 284 (4)
[2014] EWCA Civ 1239 · 19 September 2014Disapplies
Cited only.
The court identified the subsection as establishing the statutory default of one vote per member on a show of hands. It held that article 13(a) applied irrespective of the voting method, so the article’s main voting provision governed. (see paras [6]; [10]; [34]; [38])
The court identified the subsection as providing the statutory default of one vote per share on a poll. It held that article 13(a) was sufficiently clear under subsection (4) to displace that default, so each member had one vote on a poll. (see paras [6]; [30]; [34]; [38])
The court applied the qualification that section 284 operates subject to the company’s articles. Article 13(a) therefore validly displaced the one-vote-per-share poll rule despite the commercial-absurdity argument. (see paras [6]; [34]; [38]-[39])
[2020] EWHC 1447 (Ch) · 13 March 2020
The court applies section 284(3) in confirming that every member of the public company has a vote. The voting rights relevant to the scheme meeting were therefore those of registered members, not beneficial owners who were not members. (see para [19])
[2020] UKSC 31 · 15 July 2020
Lord Hodge cited the provision as an example of the default company-law principle that shares confer equal rights and impose equal liabilities unless otherwise agreed. (see para [103])
What each judgment says about section 284 is in the case-law panel in the full Act.
526.This section sets out the general rules on votes of members taken by written resolution, on a show of hands at a meeting or on a poll taken at a meeting. These are adapted from section 370 of the 1985 Act and the default regulations in Table A. Subsection ( 4) allows these general rules to be varied by the company’s articles.