GENERAL MEETING PROCEDURE PLAN
GENERAL MEETING (SHAREHOLDERS)
WHO CAN CALL A GM DIRECTOR CALLS GM
S302 CA the directors may call a GM: Directors must pass a board resolution to call a GM
(Browne v La Trinidad (1887).
SHAREHOLDER REQUESTS DIRECTOR TO CALL GM
S305(1) CA shareholders can call a GM by S303(1) CA by requiring the directors of the
company to call a general meeting. (members must request director to call the meeting)
Shareholder can only make request If :
S303(2)(a) the members requesting represent at least 5% of the paid-up share capital of
the company with voting rights,
or S303(2)(b) where the company does not have a share capital, member who represents
5% voting rights of all members that have a right to vote (shareholders)
DIRECTOR THEN HAS DUTY TO CALL GM
S304 CA
(1) Directors then have 21 days to pass a board resolution to call the GM.
(2) to be held not more than 28 days after the notice has been sent.
ALTERNATIVES
COURT CALLS GM
Court can call GM (but not common) The application to court may be made by any
director or shareholder with voting rights, or the court may order a GM to be held on its own
initiative (S306(2) CA.
AUDITOR CALLS GM
S518 CA auditors can call GM on their resignation if the auditors attach a statement of
circumstances under S519 CA.
NOTICE OF GM WHO IS NOTICE GIVEN TO:
S310 CA Notice of a GM must be given to all shareholders of the company and to every
director, to the personal representative of a deceased member and to the trustee in
bankruptcy of a bankrupt member.
HOW MUST NOTICE BE GIVEN:
S308 CA: Notice must be given either in hard-copy form (on paper), or electronically (e.g.
by e-mail or fax) or via a website, or by a combination of these methods.
APPLICATION: Who are the parties, on the facts, who must receive notice of the meeting?
Who are the shareholders? Who are the directors?
CONTENT OF NOTICE:
(a) The time, date and place of the meeting (S311(1));
(b) The general nature of the business to be dealt with (although this provision may
be amended by the articles (S311(2));
(c) With reasonable prominence, a statement of rights to appoint a proxy (S325(1));
(d) The full test of any special resolution proposed at the meeting (S283(6)(a)).
(e) A statement of rights to appoint a proxy If a shareholder cannot attend, he is
entitled to appoint someone else to attend and vote in his place. S325(1) CA
LENGTH OF NOTICE:
(S307(A1) and (1), and S360): The shareholders (and those other entitled) of a private
company (which is not traded) must be given at least 14 ‘clear’ days’ notice of a GM. “Clear
days” means not including the day of the meeting, or the day on which notice is given
(s360)
(i.e. the earliest the GM can take place is 16 days after the notice is given). Includes
weekends.
So, if notice is given on 1st January, the earliest day the meeting can be held is the 16th
January.
In addition to the minimum 14 clear days’ notice period, it is usually necessary under S1147
CA 2006 to add a further 48 hours before the GM can be held, unless the company’s
GENERAL MEETING (SHAREHOLDERS)
WHO CAN CALL A GM DIRECTOR CALLS GM
S302 CA the directors may call a GM: Directors must pass a board resolution to call a GM
(Browne v La Trinidad (1887).
SHAREHOLDER REQUESTS DIRECTOR TO CALL GM
S305(1) CA shareholders can call a GM by S303(1) CA by requiring the directors of the
company to call a general meeting. (members must request director to call the meeting)
Shareholder can only make request If :
S303(2)(a) the members requesting represent at least 5% of the paid-up share capital of
the company with voting rights,
or S303(2)(b) where the company does not have a share capital, member who represents
5% voting rights of all members that have a right to vote (shareholders)
DIRECTOR THEN HAS DUTY TO CALL GM
S304 CA
(1) Directors then have 21 days to pass a board resolution to call the GM.
(2) to be held not more than 28 days after the notice has been sent.
ALTERNATIVES
COURT CALLS GM
Court can call GM (but not common) The application to court may be made by any
director or shareholder with voting rights, or the court may order a GM to be held on its own
initiative (S306(2) CA.
AUDITOR CALLS GM
S518 CA auditors can call GM on their resignation if the auditors attach a statement of
circumstances under S519 CA.
NOTICE OF GM WHO IS NOTICE GIVEN TO:
S310 CA Notice of a GM must be given to all shareholders of the company and to every
director, to the personal representative of a deceased member and to the trustee in
bankruptcy of a bankrupt member.
HOW MUST NOTICE BE GIVEN:
S308 CA: Notice must be given either in hard-copy form (on paper), or electronically (e.g.
by e-mail or fax) or via a website, or by a combination of these methods.
APPLICATION: Who are the parties, on the facts, who must receive notice of the meeting?
Who are the shareholders? Who are the directors?
CONTENT OF NOTICE:
(a) The time, date and place of the meeting (S311(1));
(b) The general nature of the business to be dealt with (although this provision may
be amended by the articles (S311(2));
(c) With reasonable prominence, a statement of rights to appoint a proxy (S325(1));
(d) The full test of any special resolution proposed at the meeting (S283(6)(a)).
(e) A statement of rights to appoint a proxy If a shareholder cannot attend, he is
entitled to appoint someone else to attend and vote in his place. S325(1) CA
LENGTH OF NOTICE:
(S307(A1) and (1), and S360): The shareholders (and those other entitled) of a private
company (which is not traded) must be given at least 14 ‘clear’ days’ notice of a GM. “Clear
days” means not including the day of the meeting, or the day on which notice is given
(s360)
(i.e. the earliest the GM can take place is 16 days after the notice is given). Includes
weekends.
So, if notice is given on 1st January, the earliest day the meeting can be held is the 16th
January.
In addition to the minimum 14 clear days’ notice period, it is usually necessary under S1147
CA 2006 to add a further 48 hours before the GM can be held, unless the company’s
