13 January, 2020

Quora Answer: Can Other Shareholders or Directors Vote the Founder of a Private Limited Company Out?

The following is my answer to a Quora question: “I am a shareholder, and founder, of a private limited company in Singapore.  Do the other shareholders, or directors, in the company have the right to kick, or vote me out of the team? 

By removing you from the “team”, I am assuming the management team.  They cannot remove you as a shareholder unless they buy out your shares, and they cannot force the issue.  Even as a minority shareholder, you have rights.  As for being removed from management, if there is enough support from the shareholders, they can do that.  It requires a majority vote, and a resolution.  This is a drastic measure, and people do not engage in this sort of behaviour unless there are deemed to be major lapses in management, huge differences between the majority shareholder and the management team, or something equally dramatic. 

Founders of start-ups normally issue themselves shares with special voting rights, which preclude such action.  Class shares may have ten times, or even a hundred times the voting rights of ordinary shares.  This allows them to sell large stakes of the company to external investors and funders, but still allow them control of the board.  If you do not possess such shares, then it is a matter of a majority vote, as stipulated by the memorandum and articles of incorporation.


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