|
Statutory
provisions |
| Unless
the Articles provide otherwise, every member of the company
is entitled to receive notice of a general meeting of
the company in the manner in which notices are required
to be served by Table A (s370(2) CA 85) (see 1985 Table
A Regulations 111 to 116). The auditors of a company also
have the right to receive notices of all general meetings. |
| In
the case of a company having share capital, the notice
of meeting must include a statement to the effect that
a member entitled to attend and vote is entitled to appoint
a proxy and that proxy need not also be a member. |
|
| Length
of notice |
| AGM |
not
less than 21 days |
| General
meetings containing Special or Elective Resolutions |
not
less than 21 days |
| Other
general meetings |
not
less than 14 days |
| Special
notices (see below) |
not
less than 21 days |
|
| Short
Notice |
| Where
special notice is not required to be given, the members
of a company may consent to the meeting being held at
shorter notice than that specified above or in the company's
Articles of Association provided that it is agreed to: |
| (i) |
in
the case of an AGM, by all of the members entitled to
attend and vote at the AGM; |
| (ii) |
in
the case of any other meeting by not less than the holders
of 95% in nominal value of the shares carrying the right
to attend and vote at the meeting or, in the case of a
company not having a share capital, by the holders of
not less than 95% of the total voting rights at that meeting
of all the members. |
| A
private company may pass an Elective Resolution to reduce
the required percentage from 95% to not less than 90%. |
| Note
that there are certain situations when a general meeting
may not be held on short notice as documents are required
to be available for inspection for the periods specified
in the relevant section of the CA 85. For example: |
| (i) |
approval
of a director's contract of employment for more than five
years (s319(5)); or |
| (ii) |
approval
of a contract to purchase of own shares (s164(6)). |
| Special
Notice |
| This
is required to be given by a member to the company in
respect of any resolution concerning: |
| (a) |
Auditors |
|
(i) |
appointment
as auditor a person other than a retiring auditor (s391A
CA 85). |
|
(ii) |
filling
a casual vacancy in the office of auditor (s388 CA 85). |
|
(iii) |
re-appointment
of an auditor appointed by the directors to fill a casual
vacancy (s388 CA 85). |
|
(iv) |
removal
of an auditor before the expiration of his term of office
(s391A CA 85). |
| (b) |
Directors |
|
(i) |
removal
of a director (s303(2) CA 85). |
|
(ii) |
appointment
or re-appointment of a director of a public company or
a subsidiary of a public company who is over the age limit
of 70 (s293(5) CA 85). |
| Where
special notice has been received by the company it is
required to give notice of the same to the members, if
practicable, at the same time and in the same manner as
it gives notice of the meeting (if this is not practicable
see s379(2) CA 85). Special notice of the resolution must
be given to the company not less than 28 days before the
date of the meeting at which it is moved. In addition,
s303 CA 85 requires a copy of the special notice received
to be sent to the person who is the subject of the proposed
resolution. S391A CA 85 requires a copy of the special
notice received to be sent to the person to be removed
or, if applicable, to the person being appointed and to
the retiring auditor. In the case of special notice having
been given pursuant to s388 CA85 a copy of the special
notice must be given to the auditor being appointed or,
as the case may be, re-appointed.. |
