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Understanding Business

Not All Company Shares Come With a Vote

Owning shares in a South African company doesn't automatically mean having a say in how it's run — ordinary shares typically carry voting rights, but preference shares usually come with a fixed dividend and priority on liquidation while carrying limited or no voting rights.

This matters for entrepreneurs raising capital and for anyone investing in a private company: the number of shares someone holds doesn't automatically tell you how much influence they have over the business. It's also a common structuring tool — a founder can bring in outside investors through preference shares to raise funding while retaining voting control through ordinary shares.

Source: Companies Act 71 of 2008

Frequently Asked Questions

Do preference shareholders get paid before ordinary shareholders?

Generally yes — preference shareholders typically have priority for dividend payments and for a return of capital if the company is liquidated, ahead of ordinary shareholders.

Can a company have more than one class of ordinary shares?

Yes — a company's Memorandum of Incorporation can create different classes of shares with different rights, including voting and non-voting ordinary shares.

Why would an investor accept shares with no voting rights?

In exchange for a more predictable financial return, like a fixed dividend, and priority in a liquidation, some investors are willing to trade control for financial security.

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