Master share wording

Master shares are useful if one key shareholder needs to retain control of particular decisions. Our model sets out sample wording that can be added to your articles for this type of share.

What is a master share?

The rights of particular classes of share are described by comparison to those attached to ordinary shares. As the name implies, a master share has control over certain decisions. For example, it may be used in a family business where the figurehead of the firm leaves the day-to-day management to other family members, but wants to have control over the major decisions taken by the company, such as whether it should be wound up or not. When the master shareholder is no longer involved in the business, their share can be transferred to another family member or simply converted into an ordinary share.

Usual rights

When drafting master share rights, consider:

• whether the master share can be transferred. If so, it is usual to specify a person/group of people to whom it can be transferred
• which decisions the master shareholder is to control. The model sets out the usual decisions, which can be tailored to suit your company; and
• how that control is to be exercised. The method set out in the model is to state that the decisions would be a variation of the master share’s rights. The effect of this is that any of the decisions would need to be approved by a special resolution of the class, i.e. the master shareholder. Alternatively, the master shareholder could be given weighted voting rights on those decisions, e.g. the master shareholder’s vote would always equal one more than all of the other shareholders’ votes put together.