# Restriction on Voting Rights [Section 106]
A member's right to vote is fundamental — but it is not absolute. Section 106 permits the Articles to impose limited restrictions, and only those expressly enumerated.
## Permitted Restrictions (Section 106(1))
Articles may disenfranchise a member in respect of any share where:
1. Calls or other sums presently payable to the company on that share have not been paid, OR
2. The company has exercised a right of lien over that share.
## Forbidden Restrictions (Section 106(2))
A company cannot prohibit voting on any other ground apart from the two above.
Implication: If Articles are silent, no restriction operates — the member can vote even if calls are unpaid or lien is exercised.
## Splitting / Partial Voting (Section 106(3))
On a poll, a member with more than one vote (or his proxy):
- Need NOT use all his votes;
- Need NOT cast all the votes he does use in the same way.
(Free to split votes for/against a resolution.)
## Other Consequences of Voting Restriction
A disqualified member also cannot sign a requisition for an EGM under Section 100.
## Joint Shareholders (Regulation 52, Table F)
Where shares are jointly held:
- The joint holders must concur in voting (unless Articles say otherwise).
- If they vote separately, the senior holder's vote prevails to the exclusion of the others.
- Seniority = order in which names appear in the register of members.
## Re-Allotment of Forfeited Shares — Important Nuance
If shares forfeited for non-payment of calls are re-allotted to a new allottee:
- The new allottee may be liable for the unpaid balance.
- He is not entitled to vote so long as the unpaid calls remain unpaid (where Articles contain the standard restriction).
## Specified IFSC Public Company
Section 106 applies, unless otherwise specified in the company's Articles. Allows Articles to override the default.