MasiboLaw

By Afra Adade

Whether you are considering starting your own company, investing in an existing one, or already owning shares in a company, you may have some concerns about your membership rights. In this post, I have addressed some of these concerns.

𝗪𝗵𝗼 𝗶𝘀 𝗮 𝗠𝗲𝗺𝗯𝗲𝗿 𝗼𝗳 𝗮 𝗖𝗼𝗺𝗽𝗮𝗻𝘆?

You are a member of a company if:

• You subscribed to the company’s memorandum of association at the point of incorporation, and your name is on the register of members.
• In the case of a company without a share capital, you consented in writing to be a member, and your name is on the register of members.
• In the case of a company with a share capital, you own at least one (1) share in the company, and your name is on the register of members.

𝗔𝘀 𝗮 𝗺𝗲𝗺𝗯𝗲𝗿 𝗼𝗳 𝗮 𝗰𝗼𝗺𝗽𝗮𝗻𝘆, 𝘆𝗼𝘂 𝗵𝗮𝘃𝗲 𝘁𝗵𝗲 𝗿𝗶𝗴𝗵𝘁 𝘁𝗼:

• A copy of the company’s memorandum and articles of association and any enactment that alters the memorandum of association.
• Receive share certificate(s).
• Receive notices of general meetings, meeting papers, and reports.
• Attend, speak, and vote at all company general meetings or appoint a proxy to attend and vote on your behalf.
• Demand a poll at a general meeting.
• Receive dividends when the company declares them.
• Inspect the company’s statutory registers.
• Inspect copies of instruments creating any charge requiring registration and the register of charges.
• Requisition for an extraordinary general meeting.
• Inspect the minute books and receive certified copies of minutes.
• Receive a copy of the company’s financial statements for the year.
• In the case of a private company, pre-emptive right to newly allotted shares of the company.
• Institute actions in court to protect the interests of the minority shareholders.
• Apply to the Corporate Affairs Commission to investigate the affairs of the company.
• Apply to the court for relief on the ground that the affairs of the company are being or have been conducted illegally or oppressively.
• Apply to the court for a court-ordered meeting if calling a meeting is impracticable.
• Transfer and deal with your shares.
• Participate in the distribution of the company’s assets at winding up.

Please note that exercising these rights may be subject to statutory requirements or other restrictions that the company may impose by its articles or in a general meeting.

The writer is a technology lawyer who helps organizations grow innovative, adaptable, competitive, profitable and legally compliant brands.