Q&As

Do abstentions ever count as a vote against?

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Published by a UUÂãÁÄÖ±²¥ Corporate expert
Published on: 08 August 2017
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Whether or not an abstention would be included in the total votes from which a given majority was required may depend upon the wording of the entity’s constitution or Articles of association. It may also depend on whether the vote is by a Show of hands or by poll.

If the majority required for the resolution to succeed was to be calculated from the total votes returned, or the ‘members present’, then an abstention would be included, but if the majority was to be based on the votes cast it would not be included.

Under sections 282(4) and 284(5) of the Companies

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Articles of association definition
What does Articles of association mean?

The principal constitutional document of a company, dealing with management and administration issues, most notably powers of directors, transfer and issue of shares, and board and member meetings. The articles form the fundamental contract between the company and the shareholders and must be available for public inspection at Companies House.

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