COMPANIES ACT 2016 - Voting Share 《2016 年公司法》- 有投票权股份
COMPANIES ACT 2016
“voting share”, in relation to a body corporate, means an issued share of the body corporate—
(a) to which there is attached a right to vote in all circumstances; or
(b) not being a share to which a right to vote is limited only to one or more of the following circumstances:
(i) during a period in which a dividend, or part of a dividend, in respect of the share is in arrears;
(ii) upon a proposal to reduce the share capital of the body corporate;
(iii) upon a proposal affecting the rights attached to the share;
(iv) upon a proposal to wind up the body corporate;
(v) upon a proposal for the disposal of the whole of the property, business and undertakings of the body corporate;
(vi) during the winding up of the body corporate.
Under the Companies Act 2016, a voting share is an issued share that carries the right to vote on the affairs of a body corporate. In general, a voting share is one that entitles its holder to vote in all circumstances at shareholders' meetings, particularly on ordinary and special resolutions concerning the management, governance, and strategic direction of the company.
The definition also recognises that certain classes of shares may have restricted voting rights without losing their character as non-voting or limited voting shares. Where a share carries voting rights only in specific circumstances—such as when dividends are in arrears, when proposals affect the rights attached to the share, or during a winding-up—it is not regarded as a voting share for the purposes of the Act. These limited voting rights are designed to protect the interests of holders of preference shares or other special classes of shares without granting them general voting power over the company's affairs.
Voting shares are fundamental in determining control, ownership, and decision-making authority within a company. Numerous provisions of the Companies Act 2016 rely on the concept of voting shares when determining matters such as substantial shareholding, holding and subsidiary company relationships, control of corporations, takeovers, mergers, voting thresholds, and shareholders' approval requirements.
By distinguishing voting shares from shares with only limited or contingent voting rights, the Companies Act provides certainty in identifying those shareholders who possess genuine voting power and influence over the governance and management of a corporation.
Purpose of the Definition
The definition of voting share serves several important purposes:
“voting share”, in relation to a body corporate, means an issued share of the body corporate—
(a) to which there is attached a right to vote in all circumstances; or
(b) not being a share to which a right to vote is limited only to one or more of the following circumstances:
(i) during a period in which a dividend, or part of a dividend, in respect of the share is in arrears;
(ii) upon a proposal to reduce the share capital of the body corporate;
(iii) upon a proposal affecting the rights attached to the share;
(iv) upon a proposal to wind up the body corporate;
(v) upon a proposal for the disposal of the whole of the property, business and undertakings of the body corporate;
(vi) during the winding up of the body corporate.
Under the Companies Act 2016, a voting share is an issued share that carries the right to vote on the affairs of a body corporate. In general, a voting share is one that entitles its holder to vote in all circumstances at shareholders' meetings, particularly on ordinary and special resolutions concerning the management, governance, and strategic direction of the company.
The definition also recognises that certain classes of shares may have restricted voting rights without losing their character as non-voting or limited voting shares. Where a share carries voting rights only in specific circumstances—such as when dividends are in arrears, when proposals affect the rights attached to the share, or during a winding-up—it is not regarded as a voting share for the purposes of the Act. These limited voting rights are designed to protect the interests of holders of preference shares or other special classes of shares without granting them general voting power over the company's affairs.
Voting shares are fundamental in determining control, ownership, and decision-making authority within a company. Numerous provisions of the Companies Act 2016 rely on the concept of voting shares when determining matters such as substantial shareholding, holding and subsidiary company relationships, control of corporations, takeovers, mergers, voting thresholds, and shareholders' approval requirements.
By distinguishing voting shares from shares with only limited or contingent voting rights, the Companies Act provides certainty in identifying those shareholders who possess genuine voting power and influence over the governance and management of a corporation.
The definition of voting share serves several important purposes:
- Identifies shares that carry general voting rights in the governance and management of a company.
- Distinguishes voting shares from preference shares or other classes of shares that have only limited or contingent voting rights.
- Provides the statutory basis for determining control, ownership, and voting power within a corporation.
- Supports the application of provisions relating to substantial shareholding, related corporations, holding and subsidiary company relationships, and corporate control.
- Ensures that only shareholders with genuine voting rights are considered when calculating voting thresholds and shareholder approvals.
- Protects holders of special classes of shares by allowing voting rights in exceptional circumstances without conferring general voting power.
- Promotes transparency, consistency, and certainty in the interpretation of shareholders' rights under the Companies Act 2016.
- Facilitates sound corporate governance by clearly identifying the shares that participate in the company's decision-making process.
《2016 年公司法》“有投票权股份（Voting Share）”，就法人团体（Body Corporate）而言，是指该法人团体已发行的股份：(a) 该股份在任何情况下均附有投票权；或(b) 不属于仅在下列一项或多项特定情况下才享有投票权的股份：(i) 当该股份应付股息或部分股息出现拖欠期间；(ii) 就减少法人团体股本的建议进行表决时；(iii) 就影响该股份所附权利的建议进行表决时；(iv) 就法人团体清盘的建议进行表决时；(v) 就出售法人团体全部财产、业务及经营事项的建议进行表决时；或(vi) 于法人团体清盘期间。根据《2016年公司法令》，有投票权股份（Voting Share）是指赋予持有人就法人团体事务行使投票权的已发行股份。一般而言，有投票权股份赋予其持有人在股东大会上于所有情况下享有投票权，尤其是在涉及公司管理、企业管治及策略方向的普通决议（Ordinary Resolution）及特别决议（Special Resolution）时行使表决权。法令同时承认，某些类别股份虽然在特定情况下享有投票权，但并不会因此被视为有投票权股份。若某股份仅于若干特定情况下享有投票权，例如股息拖欠期间、涉及该类别股份权利的决议，或公司清盘时才可投票，则就《2016年公司法令》而言，该股份并不属于有投票权股份。此类有限投票权通常是为了保障**优先股（Preference Shares）**或其他特殊类别股份持有人的权益，而并非赋予其对公司整体事务拥有一般性的投票权。有投票权股份是决定公司控制权（Control）、**拥有权（Ownership）及决策权（Decision-Making Authority）**的重要基础。《2016年公司法令》的多项条文均以有投票权股份作为判断依据，例如：• 主要股东（Substantial Shareholding）；• 控股公司（Holding Company）及附属公司（Subsidiary Company）的关系；• 相关公司（Related Corporation）的认定；• 公司控制权；• 企业收购（Takeovers）；• 企业合并（Mergers）；• 法定表决门槛；以及• 股东批准要求等事项。透过区分有投票权股份与仅享有限制性或附条件投票权的股份，《2016年公司法令》能够明确识别真正拥有公司投票权及影响公司管理与治理的股东，从而提高法律适用上的确定性及一致性。________________________________________定义的目的“有投票权股份（Voting Share）”的定义具有以下重要作用：• 识别赋予股东一般投票权，并可参与公司管理及企业管治的股份。• 区分有投票权股份与仅享有限制性或附条件投票权的优先股或其他特殊类别股份。• 为判断公司的控制权、拥有权及投票权提供法定依据。• 支持《2016年公司法令》中有关主要股权、相关公司、控股公司与附属公司关系，以及公司控制权等条文的适用。• 确保计算法定表决门槛及股东批准比例时，仅计算真正享有一般投票权的股份。• 在不赋予一般投票权的情况下，保障特殊类别股份持有人于特定事项上的合法权益。• 提高《2016年公司法令》下股东权利解释的透明度、一致性及法律确定性。• 促进良好的企业管治，清楚界定哪些股份有权参与公司的重大决策及管理事务。
Aug 04,2026