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Hello Auditor

What are the rights of members in a Section 8 company?

1. Right to Participate in Governance

  • Members of a Section 8 company have the right to participate in general meetings of the company.
  • They can vote on key resolutions, including amendments to the Memorandum and Articles of Association.
  • They may propose changes, ask questions, and seek clarification during meetings.
  • Their participation ensures transparency and democratic decision-making.
  • The weight of their vote depends on the company’s internal rules (MOA and AOA).

2. Right to Access Records and Information

  • Members have the right to inspect statutory registers, such as the register of members and register of directors.
  • They can request access to minutes of meetings, financial statements, and annual reports.
  • This helps ensure accountability in the company’s charitable operations.
  • Requests must be made by the company’s governing documents.
  • Companies must not unreasonably deny access to relevant records.

3. Right to Elect and Remove Directors

  • Members can vote to elect or remove directors from the Board through general meetings.
  • The process must follow the provisions laid down in the Companies Act and the company’s AOA.
  • This allows members to influence leadership and uphold ethical management.
  • They may also fill vacancies as per the defined nomination and election procedures.
  • This right ensures proper representation and alignment with objectives.

4. Right to Receive Notices and Attend Meetings

  • Members are entitled to receive timely notice of general meetings, including the agenda and explanatory statements.
  • They have the right to attend, speak, and vote at Annual General Meetings and Extraordinary General Meetings.
  • They may vote personally or through proxies, as permitted under the law.
  • Proper meeting procedures, including quorum and recording of minutes, must be observed.
  • Their engagement in meetings influences company policy and direction.

5. No Right to Profit or Asset Distribution

  • Unlike in other companies, Section 8 members do not have any right to receive dividends or share in profits.
  • They also cannot claim ownership over assets, even upon winding up.
  • All assets must be transferred to another non-profit entity with similar objectives.
  • This restriction is a defining feature of the non-profit structure.
  • Members agree to this limitation as part of their commitment to public interest.

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