Votes of joint holders of shares
Part 13 Resolutions and meetings
(1)In the case of joint holders of shares of a company, only the vote of the senior holder who votes (and any proxies duly authorised by him) may be counted by the company.
(2)F216For the purposes of this section, the senior holder of a share is determined by the order in which the names of the joint holders appear in the register of members ....
(3)Subsections (1) and (2) have effect subject to any provision of the company's articles.
(1) In the Companies Acts “share”, in relation to a company, means share in the company's share capital.
Defined in s.540(1) · see it in the full Act“company” means a company formed and registered under this Act, that is—
a company so formed and registered after the commencement of this Part, or
a company that immediately before the commencement of this Part—
was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or
was an existing company for the purposes of that Act or that Order,
(which is to be treated on commencement as if formed and registered under this Act).
(4) In this section and that Schedule “company” includes any body corporate.
Defined in s.1159(4) · see it in the full Act(2) The records relating to companies are referred to collectively in the Companies Acts as “the register”.
Defined in s.1080(2) · see it in the full Act(2) In sub-paragraph (1) “member” has the same meaning as it has by virtue of section 7(1) of that Act .
Defined in Sch.2 Pt.1 · see it in the full Act(4) References in the Companies Acts to a company's “articles” are to its articles of association.
Defined in s.18(4) · see it in the full ActApplies the rule that only the vote of the senior joint holder may be counted, subject to the company's articles. The court treated the registered first-named trustee as the senior holder for company-law purposes. (see paras [296]-[303]) Applies seniority by reference to the order in which joint holders' names appear in the register. The provision supported recognition of the first-named trustee's vote, subject to the separate question of directors' duties. (see paras [296]-[303]) Confirms that the statutory rule is subject to the company's articles. Regulation 63 of Table A took priority and required the company to accept the vote of the registered senior joint holder. (see paras [296]-[300])
The provision was cited to explain the practical significance of the order of joint holders, because only the vote of the senior voting holder may be counted, subject to the articles (see para [62]-[63]). The provision was cited to explain that seniority is determined by the order in which joint holders appear in the register. That consideration informed the significance of registering the Snake River Trust first (see paras [62]-[63], [105]). The provision was noted as making the joint-holder voting rules subject to any contrary provision in the company’s articles (see para [62]).
The court relied on the statutory allocation of voting rights to explain why the petitioner was entitled in equity to require the joint holding to be separated into one share each. Refusal to cause that allotment would itself likely have been unfairly prejudicial because the first-named holder controlled the company. (see para [64])
What each judgment says about section 286 is in the case-law panel in the full Act.
528.This section puts on a statutory footing what was a default regulation under article 55 of Table A on votes of joint holders of shares. The person whose vote counts is the “senior” holder, the joint holder whose name appears first in the register of members