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 pass important decisions (resolutions). Use our notice to summon the company’s shareholders to such a meeting, if the need arises.

Reason for meeting

If something requires shareholder approval, e.g. amending the company’s articles, then a GM of the shareholders will need to be called, because only they can pass such an important piece of business that affects the company. It will usually be the directors who convene the meeting, by agreeing to do so at a board meeting. However, shareholders, provided they collectively own at least one-tenth of the company’s shares, can also 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.

There are generally two types of resolution that are up for discussion - a special resolution and/or an ordinary resolution. All shareholders are entitled to receive notice of a GM and the company’s articles will specify how much notice must be given. The minimum required under the Companies Act 2006 is 14 days’ notice.

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 using the post, the articles will again specify whether they’re to be sent out by first or second class post 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 notice of GM 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 form, or electronic, by means of posting on the company’s website, provided the shareholders have agreed. If the notice is published on a website, it must state that it’s about a company meeting, and 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.