Introduction to this document

Notice of general meeting

The articles of the company will give the directors the power to call a general meeting (GM) of the company’s members (shareholders) in order to try to make important decisions. Use our notice to summon the company’s shareholders to such a meeting, if the need arises.

Reason for meeting

Some important decisions, e.g. amending the company’s articles, require shareholder approval. The company will either have to call a GM of the shareholders or send out written resolutions. The directors will usually convene a GM, after agreeing to do so at a board meeting. However, shareholders with at least one tenth of the company’s shares can force the directors to call a GM. If the board fail to comply with this request within 21 days, the shareholders can go ahead and convene the meeting themselves.

All shareholders are entitled to receive notice of a GM and the company’s articles will specify how much notice must be given, depending on the type(s) of resolution to be considered. The minimum required under the Companies Act 2006 is 14 days.

Tip

Before sending out the notices to convene the GM, double check the shareholders’ register to ensure all the shareholders are notified and no one is omitted. Don’t forget either that the directors are also entitled to receive notice, whether or not they’re also shareholders.

Advice

If the notices are sent out by post, the articles will again specify whether they’re to be sent out first or second class and when notice is deemed to be given (usually 48 hours after posting). Remember, a GM, unless the articles say otherwise, only needs 14 days’ clear notice. “Clear days” means exclusive of the day on which the notice is served and the day of the meeting.

Tips

Make sure the GM notice gives the shareholders sufficient indication of what business is to be discussed at the meeting. Do this by setting out in full the resolutions that are to be proposed at the meeting.

The notice period can be dispensed with if shareholders holding at least 90% of the company’s shares agree.

Notices can be in hard copy, electronic form (e.g. email), or posted on the company’s website (provided the shareholders have agreed). If the notice is published on a website, the shareholders must be sent instructions on how to access the notice and the notice itself must state that it’s about a company meeting, also specify the place, date and time of the meeting. The notice must also be available on the company’s website throughout the period, i.e. from the date of notification to the conclusion of the meeting.

Meetings during the pandemic

During the coronavirus pandemic, holding in-person meetings has been difficult either because of national or local restrictions in force or because doing so could put participants at risk. Many companies can successfully hold meetings online or use written resolutions instead. See our Online Meeting Checklist and Written Resolution Procedure documents for guidance.