General Meetings Under Companies Act 2006

     

General Meetings Under Companies Act 2006

A general meeting is a meeting of a company's shareholders (unlike a board meeting, which is a meeting of the directors). Companies Act 2006, Part 13 (comprising 80 sections) provides the statutory framework for the calling and conduct of general meetings. Note, too, that resolutions can also be passed as written resolutions (without having a general meeting) and there is now no statutory requirement for a private company to hold an Annual General Meeting, unless the articles make provision for one to be held.

For any particular company, the statutory rules are supplemented by that company's articles. Many companies have the provisions of the Model Articles (articles drafted from 1.10.2009) or Table A (older companies), either completely or with some amendment.

Types of meetings

There are two types of general meetings: Annual General Meetings and Extraordinary General Meetings.

Annual General Meetings

There is no requirement for a private company to hold an AGM, though some companies' articles, drafted when there was a statutory requirement to hold an AGM, will still provide for one to be held. In such cases the company must continue to comply with its articles until they are amended. There is nothing to stop a company to hold an AGM even if it is not required to do so.

The usual business of an AGM is to receive the annual accounts and directors' report and, in some companies to elect directors and/or auditors. Even if there is not going to be an AGM to discuss the accounts, they still have to be distributed to the shareholders.

Extraordinary General Meetings

An Extraordinary General Meeting (EGM) is any meeting other than an Annual General Meeting (AGM). The directors may call general meetings when they wish (CA 2006, Sec 302) and must call a meeting of members holding one-tenth of the voting shares or one-tenth of the voting rights request one (Sec 303 - Sec304). If the directors do not call a meeting when so required, the members can call one themselves (Sec 305). If all else fails, the court can call a meeting (Sec 306).

Notice of General Meetings

An annual general meeting and an extraordinary general meeting called for the passing of a special resolution or a resolution appointing a person as a director shall be called by at least twenty-one clear days' notice. All other extraordinary general meetings shall be called by at least fourteen clear days' notice but a general meeting may be called by shorter notice if it is so agreed –

(a) in the case of an annual general meeting, by all the members who are entitled to attend and vote thereat; and

(b) in the case of any other meeting by a majority in number of the members having a right to attend and vote being a majority together holding not less than ninety-five per cent. in nominal value of the shares giving that right.

The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such.

Subject to the provisions of the articles and to any restrictions imposed on any shares, the notice shall be given to all the members, to all persons entitled to a share in consequence of the death or bankruptcy of a member and to the directors and auditors.

The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

Quorum for general meetings

No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.

Chairing General Meetings

(1) If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.

(2) If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start-

(a) the directors present, or

(b)(if no directors are present), the meeting,
must appoint a director or shareholder to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.

(3) The person chairing a meeting in accordance with this article is referred to as "the chairman of the meeting".

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