Planning procedure for general meetings for shareholders
GM’s:
Who is calling the GM? – use below to apply to facts
Normal method for calling them – by directors. Assume this is the method for the exam.
Directors the directors will call the GM (s302)
The directors will need to hold a BM in order to call the GM as it must be agreed by the directors to call a GM.
The directors will resolve to call the GM and approve the notice of the GM and include the precise wording of the
resolution the shareholders will deal with - s283(6).
Shareholders via s305(1) first make a request via the directors to call the GM via s303 and can only issue the directors if the shareholder has
at least 5% of the paid-up share capital of the company with voting rights and meet the other conditions under s303.
Court via s306. Order a GM if it is impractical to call the GM in the normal way – any shareholder with voting rights or director may petition
the court in this respect.
Auditors via s518. Can call a GM if they are resigning.
NOTICE:
Notice must be given to all shareholders of the company and to all directors – s310 (as well as PRs of a deceased member and to
trustees in bankruptcy if there is a bankrupt member) must also be given to auditors – s502(2)(a). The notice will alert the
shareholders to the GM. (Go straight to short notice if appropriate)
The notice period given is 14 days clear of the notice having been issued (so do not count the day notice was given) – s307(1)
APPLY
(so, if notice is given on the 1st, the period begins on the 2nd, ends on the 15th, and the GM is held on the 16th)
The notice period includes weekends & bank hols.
Company with unamended Table A: all resolutions at an AGM and all special resolutions at a GM and any resolution based on the
appointment of a director require 21 days clear – only 14 days are required for ordinary resolutions at a GM.
NOTE: under s1147 normal to add a further 48 hours to the notice period before the GM is held unless articles state
otherwise. APPLY
Short notice:
*A GM can be held on shorter notice if enough shareholders agree to this –
A majority of the shareholders which together must hold at least 90% of the voting shares– s307(5) & (6). Therefore – could be
held on the same day as BM. Additionally, this could be appropriate if there are not many shareholders as it would be easier to agree to this.
NOTE: The company Articles can amend the 90%, but cannot make it higher than 95%.
At GM’s with Table A called by
NOTE: Short notice cannot be used when it is to do with a removal of a director – s168
short notice: the majority can be
NOTE: if short notice is used without CA being complied with – decisions taken are invalid. 95% Table A Art 38
NOTE: Only if notice is not given accidently can a decision taken still be valid - s313(1).
Is this an appropriate suggestion to make? Does the company articles state anything on this topic?
What needs to be sent with the short notice: The resolution, consent to the short notice, agenda of the meeting.
The notice should include:
Time
Date S311 CA
Location
The general nature of the meeting
+ good practise to set out the resolutions
For special resolutions needing to be made at the GM must provide the exact wording of the SR (s283(6).
Inform other shareholders of their right to appoint a representative (s325).
The registered office and the company name and company number.
NOTE: No amendments to the wording of the resolution can be made at the GM – Uniq PLC.
Check company articles for any specific arrangement as to ‘notice’.
Can be given in hard copy or electronically, (via a website-as long as it abides by s309) (s308)
Hard copy: handed to shareholders / via post – s1143(1) & 1144(2) and sch 5 pt 2.
Electronically: by electronic means - sch 5 pt 3 – or could even be via company website also long as conditions are met – sch 5
pt 4.
GM’s:
Who is calling the GM? – use below to apply to facts
Normal method for calling them – by directors. Assume this is the method for the exam.
Directors the directors will call the GM (s302)
The directors will need to hold a BM in order to call the GM as it must be agreed by the directors to call a GM.
The directors will resolve to call the GM and approve the notice of the GM and include the precise wording of the
resolution the shareholders will deal with - s283(6).
Shareholders via s305(1) first make a request via the directors to call the GM via s303 and can only issue the directors if the shareholder has
at least 5% of the paid-up share capital of the company with voting rights and meet the other conditions under s303.
Court via s306. Order a GM if it is impractical to call the GM in the normal way – any shareholder with voting rights or director may petition
the court in this respect.
Auditors via s518. Can call a GM if they are resigning.
NOTICE:
Notice must be given to all shareholders of the company and to all directors – s310 (as well as PRs of a deceased member and to
trustees in bankruptcy if there is a bankrupt member) must also be given to auditors – s502(2)(a). The notice will alert the
shareholders to the GM. (Go straight to short notice if appropriate)
The notice period given is 14 days clear of the notice having been issued (so do not count the day notice was given) – s307(1)
APPLY
(so, if notice is given on the 1st, the period begins on the 2nd, ends on the 15th, and the GM is held on the 16th)
The notice period includes weekends & bank hols.
Company with unamended Table A: all resolutions at an AGM and all special resolutions at a GM and any resolution based on the
appointment of a director require 21 days clear – only 14 days are required for ordinary resolutions at a GM.
NOTE: under s1147 normal to add a further 48 hours to the notice period before the GM is held unless articles state
otherwise. APPLY
Short notice:
*A GM can be held on shorter notice if enough shareholders agree to this –
A majority of the shareholders which together must hold at least 90% of the voting shares– s307(5) & (6). Therefore – could be
held on the same day as BM. Additionally, this could be appropriate if there are not many shareholders as it would be easier to agree to this.
NOTE: The company Articles can amend the 90%, but cannot make it higher than 95%.
At GM’s with Table A called by
NOTE: Short notice cannot be used when it is to do with a removal of a director – s168
short notice: the majority can be
NOTE: if short notice is used without CA being complied with – decisions taken are invalid. 95% Table A Art 38
NOTE: Only if notice is not given accidently can a decision taken still be valid - s313(1).
Is this an appropriate suggestion to make? Does the company articles state anything on this topic?
What needs to be sent with the short notice: The resolution, consent to the short notice, agenda of the meeting.
The notice should include:
Time
Date S311 CA
Location
The general nature of the meeting
+ good practise to set out the resolutions
For special resolutions needing to be made at the GM must provide the exact wording of the SR (s283(6).
Inform other shareholders of their right to appoint a representative (s325).
The registered office and the company name and company number.
NOTE: No amendments to the wording of the resolution can be made at the GM – Uniq PLC.
Check company articles for any specific arrangement as to ‘notice’.
Can be given in hard copy or electronically, (via a website-as long as it abides by s309) (s308)
Hard copy: handed to shareholders / via post – s1143(1) & 1144(2) and sch 5 pt 2.
Electronically: by electronic means - sch 5 pt 3 – or could even be via company website also long as conditions are met – sch 5
pt 4.
