Voting and non-voting shares
Voting shares carry the right to vote at shareholder meetings; non-voting shares do not. Corporations Canada says a shareholder’s right to attend and vote depends on the rights attached to the shares, and the CBCA still lets non-voting holders vote on certain fundamental issues.
An owner may meet this split when planning an estate freeze or a family succession that changes the share structure. It works through share classes, whose rights the articles set out (CBCA s.24(4); OBCA s.22(4)).
What the statutes allow
- CBCA s.24(4): the three default rights in s.24(3) (vote, dividends, remaining property) must each attach to at least one class, but need not all sit in one.
- OBCA s.22(4): the same idea, but s.22(3) lists two default rights, voting and remaining property.
- Corporations Canada says the CBCA gives non-voting holders a right to attend certain meetings and vote on certain fundamental issues.
What to ask
Read the articles to see which class carries which right. Other provinces run their own Acts, so confirm yours. See how share structure affects a sale and estate freeze.
Sources
This definition is checked against primary sources. Links were last confirmed on the dates shown.
- 01Government of Canada (Department of Justice)GovernmentCanada Business Corporations Act, R.S.C. 1985, c. C-44
- 02Government of OntarioGovernmentBusiness Corporations Act, R.S.O. 1990, c. B.16
- 03Innovation, Science and Economic Development Canada (Corporations Canada)GovernmentShare structure and shareholders
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