Multiple voting rights: what they are and the limits

The short answer

A multiple-vote share is a share that carries more than one vote, so its holder has more say than their capital alone would give. It exists only where the law permits it and the company’s articles create it.

The limits differ by country. Sweden and Germany cap a share at ten times another share’s vote. Denmark lets the articles set different vote values. An EU directive, due to be transposed by 5 December 2026, requires member states to allow such structures for companies seeking a listing on a multilateral trading facility.

In this article, “articles” means the company’s governing document, whatever it is called.

What is a multiple-vote share?

A multiple-vote share belongs to a class whose shares each carry more votes than the shares of another class. The structure is often called dual-class or a multiple-vote share structure. It is one of the ways share classes can differ; our article on share classes and voting rights covers the others.

The structure lets the holders of the stronger class keep control while the company takes in capital from others. The EU’s summary of its directive describes the aim as encouraging companies, in particular SMEs, to list on SME growth markets and other multilateral trading facilities (European Parliament, Legislative Observatory).

Where is it allowed, and what are the caps?

The sources for each row follow.

• Denmark. All shares have a vote, but the articles can give some shares a vote value that differs from the others (selskabsloven § 46, stk. 1). The articles must state the differences attached to each class and the size of each class (§ 45).
• Sweden. No share may have a vote value that exceeds ten times the vote value of any other share (aktiebolagslagen 4 kap. 5 §).
• Germany. The articles may provide for registered shares with multiple votes, at most ten times the standard vote. Issuing them needs the consent of all shareholders affected (AktG § 135a(1)).
• United Kingdom.By default, on a poll each share carries one vote, but this is subject to the company’s articles (Companies Act 2006, s. 284(3)–(4)).

What happens when the company lists?

Some laws limit multiple votes once shares trade publicly. In Germany, for companies listed or traded on an open market, the multiple votes lapse when the share is transferred. They also lapse no later than ten years after listing, unless the articles set a shorter period. The period can be extended by up to ten years, by a resolution of at least three quarters of the capital represented (AktG § 135a(2)).

What does the EU directive require?

Directive (EU) 2024/2810, adopted on 23 October 2024 and in force since 4 December 2024, covers companies whose shares are not yet traded on a regulated market or a multilateral trading facility, and which seek admission to a multilateral trading facility (Article 1). It requires that:

• Such companies have the right to adopt a multiple-vote share structure for, and before, admission (Article 3).
• The decision is taken by the general meeting, by at least a qualified majority as set in national law, and where there are several classes of shares, also by a separate vote in each class whose rights are affected (Article 3(1)).
• Member states protect shareholders without multiple-vote shares. A later change to the structure that affects voting rights needs the same qualified majority and class votes. And member states limit the weight of the multiple votes in at least one of two ways: a maximum ratio between the votes of a multiple-vote share and of the share with the fewest votes, or a rule that decisions needing a qualified majority, other than appointing and dismissing board members and operational decisions, also need a qualified majority of the capital or of the shares represented, or a separate vote in each class affected (Article 4(1)).
• The company discloses its share structure, with the votes and rights of each class, in its prospectus or admission document, and in its annual financial report where that information has changed (Article 5).
• Member states transpose the directive by 5 December 2026 (Article 7).

Do multiple votes count on every resolution?

Not always. In Germany, a multiple-vote share carries only one vote when the meeting appoints the auditor or appoints special auditors (AktG § 135a(4), with § 119(1) no. 5 and § 142(1)). Check whether your law or your articles switch multiple votes off for any item, and apply that per item, not per meeting.

How do you count multiple votes at a meeting?

Count votes, not shares. For each holder, multiply the shares in each class by that class’s votes per share, then add the classes together.

Do this before the meeting, so the register shows each holder’s total. Record which items, if any, use one vote per share instead. A change to the rights of a class usually also needs that class’s own approval, which our article on share classes covers.

Checklist

• Our law allows multiple-vote shares, and our articles create them.
• We know the votes per share in each class, and the legal cap if there is one.
• We know whether any item uses one vote per share instead.
• If we are listed or seek a listing, we know the time limits and disclosure rules.
• Our register shows each holder’s total votes, not only their shares.
• We know which changes need a separate class approval.

Where Assembley fits

Assembley’s Advanced voting add-on adds votes by shares or weights, share classes and multiple voting rights. Your law and articles set the votes per share; Assembley counts what you configure.