Share Capital vs Voting Rights Explained
Why Assembley keeps share capital and voting rights as two separate numbers for company voters, what each one is used for, and how keeping them distinct lets quorum and the tally both be correct.
For company voters, Assembley records two numbers rather than one: share capital and voting rights. They are often equal, but keeping them separate is what lets the platform report both quorum and results correctly at the same time. This article explains the distinction.
The two numbers
- Share capital is the size of a voter's holding. It is the basis quorum is measured against — the question "was enough of the company represented for this meeting to be binding?" is a question about ownership.
- Voting rights is the weight a vote carries in the tally — the question "did the motion pass?" is a question about voting power.
In the simplest case these are identical: a voter with 1,000 of capital also has 1,000 voting rights. But once share classes exist, they can diverge.
How they can diverge
Share classes apply a multiplier to capital. A holder of 1,000 units of capital in a class carrying a ×10 multiplier has 1,000 of capital but 10,000 of voting rights. Their ownership stake and their voting power are now different numbers — and both are true and useful. See How Voting Weight Is Calculated.
Why the separation matters
Keeping the two numbers distinct is what makes weighted voting honest. Consider an A/B-share company:
- Quorum is assessed against total share capital — so the meeting is binding only if enough of the company's ownership is represented.
- The tally uses voting rights — so a resolution passes according to voting power, which the share classes have weighted.
These can point in different directions: a resolution can be carried by holders who represent a minority of the capital, while quorum is still measured against the full capital base. A platform that collapsed everything into one number couldn't report both faithfully. Assembley computes each correctly and shows both. See Per-Item Turnout vs Quorum.
What this means in practice
- When you enter or import company voters, you set their capital (and either a class or a direct voting-rights number).
- Quorum figures you see are about capital; result figures are about voting rights.
- For associations, both are effectively one: every member is one vote and one unit of presence. See Voter Type: Company vs Association.
Where to go next
See Understanding Share Classes and Voting Rights for the full model and Understanding Quorum for how the capital basis is used.
Related articles
- Creating Share Classes with Vote MultipliersHow to create share classes in Assembley, why vote multipliers must be positive integers, and how a voter's class turns their share capital into a voting weight.
- How Voting Weight Is CalculatedExactly how Assembley turns a company voter's share capital and class into a voting weight — the capital × multiplier formula, when it is computed, and why it is frozen onto each ballot.
- Understanding Share Classes and Voting RightsHow Assembley separates share capital from voting rights, how share classes apply an integer multiplier to compute voting weight, and why quorum is measured against capital while the tally uses voting rights.