3.3 Rights and liabilities of members

Rights of Members

The members of a company have the following right:

Section 114(3) confers the following rights to members

(a) the right to be sent a proposed written resolution;

(b) the right to require circulation of a written resolution;

(c) the right to require directors to call a general meeting;

(d) the right to receive notices of general meetings;

(e) the right to require circulation of a statement;

(f) the right to appoint a proxy to act at a meeting;

(g) the right to be sent a copy of the company’s annual financial statement and reports; and

(h) If the company is a public company, the right to require the circulation of a resolution for the annual general meeting of the company.

i)Right to receive dividends in a company limited by shares.

j)Right to vote at general meetings of the company

k)right to petition for the liquidation of the company

Liabilities of members

The limited liability of members in a limited liability company is one of the primary reasons why individuals select the limited liability company business structure. The liability shield of members in a limited liability company, however, is not absolute. Instead, the extension of the liability shield can be both limited and disregarded.

Limited liability protects the individual assets of the limited liability company members. Thus, the debts or claims against a company cannot be recovered by joining the members of the company. Furthermore, the debts or claims against the individual member cannot be recovered by joining the company.

The limited liability shield can either be determined to not extend to the acts or omissions of company members or may be disregarded altogether. In either case, if the court determines that the liability shield does not protect the individual, then a creditor may proceed to attach the personal assets of the individual member.