Voting Trust Certificate
A voting trust certificate is a document issued by a limited-life trust of a corporation established to give temporary voting control of a corporation to one or a few individuals. A voting trust certificate is a document issued by a limited-life trust of a corporation established to give temporary voting control of a corporation to one or a few individuals. A voting trust certificate allows one or a small number of individuals, known as voting trustees, to gain control and make decisions regarding the corporation without interference. The life of a voting trust certificate in many cases ranges from two to five years, at which point the common stock, with voting rights, is returned to the shareholder. The legal document will contain, among other terms, the duration of the agreement; the rights of shareholders (other than voting rights); procedures in the event of a merger, consolidation or dissolution of the company; and duties and rights of trustees.
DEFINITION of Voting Trust Certificate
A voting trust certificate is a document issued by a limited-life trust of a corporation established to give temporary voting control of a corporation to one or a few individuals. A voting trust certificate is issued to a stockholder in exchange for his or her common stock, and represents all of the normal rights of a shareholder (e.g., receiving dividends) except the right to vote. The life of a voting trust certificate in many cases ranges from two to five years, at which point the common stock, with voting rights, is returned to the shareholder.
BREAKING DOWN Voting Trust Certificate
A voting trust certificate allows one or a small number of individuals, known as voting trustees, to gain control and make decisions regarding the corporation without interference. A majority of shareholders must accept the voting trust certificates for the voting power arrangement to become effective. The purpose is typically to allow reorganization when a corporation needs to overcome a short-term financial challenge. By handing over control to a group of trustees, a majority of shareholders express confidence that the trustees can more quickly and efficiently execute the changes necessary to rectify a problematic situation that threatens their financial interest in the company. Voting trust certificates are more common among smaller firms than larger ones, as it is easier in terms of administration and practice to issue them to shareholders.
Terms of a Voting Trust Agreement
Voting trust agreements must be filed with the Securities and Exchange Commission (SEC). The legal document will contain, among other terms, the duration of the agreement; the rights of shareholders (other than voting rights); procedures in the event of a merger, consolidation or dissolution of the company; and duties and rights of trustees. Another term in the contract is trustee compensation, which by standard is normally none, unless the majority of shareholders allows for a nominal amount.
Related terms:
Dividend
A dividend is the distribution of some of a company's earnings to a class of its shareholders, as determined by the company's board of directors. read more
Fiduciary
A fiduciary is a person or organization that acts on behalf of a person or persons and is legally bound to act solely in their best interests. read more
Proxy Statement
A proxy statement is a document the SEC requires companies to provide shareholders that includes information needed to make decisions at shareholder meetings. read more
SEC Form T-1
Form T-1 is a statement of eligibility for a corporate trustee that's filed with the SEC; this trustee safeguards the rights of bondholders. read more
Securities and Exchange Commission (SEC)
The Securities and Exchange Commission (SEC) is a U.S. government agency created by Congress to regulate the securities markets and protect investors. read more
Stockholder Voting Rights
A voting right is the right given to a stockholder to vote on matters of corporate policy. It is common for votes to be voiced by proxy. read more
Voting Shares
When stockholders have the right to vote on matters of corporate policy making, they are said to own voting shares. read more
Voting Trust
A voting trust is a legal trust created to combine the voting power of shareholders by temporarily transferring their shares to the trustee. read more
Voting Trust Agreement
A voting trust agreement transfers the voting rights of shareholders to a trustee, giving the trustee temporary control of the corporation. read more
Winding up a Business
Winding up is the process of dissolving a business by liquidating stock, paying off creditors, and distributing any remaining shareholder assets. read more