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Blogs: Understanding Shareholding Percentages and Their Impact

Overview

As a startup founder, it’s essential to understand how the percentage of shares you and others hold can affect the control and decision-making in your company. The Companies law and SEBI regulations lay down clear rules about what different levels of shareholding mean. Let's break it down in simple terms.

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  • 1. Minority Shareholders (Less than 10%):

    If you own less than 10% of the company's shares, you're considered a minority shareholder. While you might not have much say in big decisions, you still have important rights:
    • Attend and Vote at Meetings:You can attend company meetings and vote on various issues.
    • Receive Dividends: You're entitled to a share of the company's profits.
    • Inspect Company Records: You can look at the company's important documents.
    • Protection Against Mismanagement: If you believe the company is being run unfairly, you can raise your concerns with the authorities (NCLT)
  • 2. Significant Influence (10% or More):

    Owning 10% or more gives you more power. Shareholders holding 10% or more of the shares have significant influence, they can: -
    • Call for General Meeting: You can request an Extraordinary General Meeting (EGM) to discuss urgent matters.
    • Stop Voluntary Liquidation: If 10% or more shareholders object, the company cannot proceed with voluntary liquidation.
    • Impact on Listed Companies: For companies listed on the stock exchange, SEBI rules say your influence must be reported, and you can impact important disclosures and decisions.
  • 3. Blocking Power (25% or More):

    With 25% or more shares, you can block special resolutions. Special resolutions require at least 75% of votes in favor to pass, so holding 25% can effectively prevent these resolutions from being approved. Special resolutions include changes to the Memorandum of Association (MoA), Articles of Association (AoA), and other significant decisions.
  • 4. Control (50% or More):

    When you own more than 50% of the shares in a company, you achieve majority control. Here’s what it means:

    i.Majority Control:

    Owning more than 50% of the shares means you have the majority vote in the company. This gives you the power to make key decisions without needing approval from other shareholders. For example:
    • Appointing Directors: You can choose who sits on the board of directors, the group of people responsible for overseeing the company.
    • Approving Financial Statements: You can approve the company’s financial statements, which are the formal records of the company’s financial activities and position.
    • Ordinary Decisions: Any other day-to-day decisions that require a vote can be decided by you.

    ii.Enhanced Control:

    If you own more than two-thirds (66.67%) of the shares, you can make even more significant decisions with ease by passing special resolution.
  • 5. Absolute Control (75% or More):

    If you hold 75% or more of the shares, you have full control over the company. You can pass special resolutions easily. Special resolutions, which require at least 75% of votes to pass, can be approved solely by you. This gives you the power to make significant decisions without needing support from other shareholders. These decisions include:
    • Attend and Vote at Meetings:You can attend company meetings and vote on various issues.
    • Receive Dividends: You're entitled to a share of the company's profits.
    • Inspect Company Records: You can look at the company's important documents.
    • Protection Against Mismanagement: If you believe the company is being run unfairly, you can raise your concerns with the authorities (NCLT)
  • 6. Supermajority Approval (95%):

    To call a general meeting on short notice, 95% of shareholders must agree. Usually, calling a general meeting requires a notice period (21 days). However, if 95% of the shareholders agree, you can call a meeting on shorter notice. This can be useful for urgent matters that need quick resolution

Why This Matters for Startup Founders

As a startup founder, understanding these thresholds is vital for several reasons:

  • Investor Negotiations: Knowing the influence different levels of shareholding bring can help in negotiations with investors, ensuring you maintain adequate control over your company.
  • Strategic Decisions: You can make informed decisions on issuing new shares, structuring equity, and understanding how share dilution can impact control.
  • Compliance: Following the rules helps you avoid legal problems and run your company smoothly.

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