Shareholders are not responsible for day-to-day management merely because they own shares, but they must comply with their payment obligations, the Companies Act, the company’s constitutional documents and valid shareholder agreements.
Typical responsibilities
Shareholders may need to:
- pay amounts due on shares;
- comply with transfer restrictions;
- provide accurate ownership information;
- participate in decisions reserved for shareholders;
- avoid abusing shareholder rights;
- comply with unanimous shareholder agreements;
- monitor major governance matters.
OCR also describes shareholders as having a role in ensuring directors operate according to the company’s objectives and comply with filing duties.
Liability
In a limited company, shareholder liability is generally limited in the manner provided by law, but limited liability does not protect a shareholder from liability for the shareholder’s own fraud, unlawful conduct or separate contractual obligations.