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Company Law Reform Bill [HL]


Company Law Reform Bill [HL]
Part 13 — Resolutions and meetings
Chapter 3 — Resolutions at meetings

129

 

283     

Relationship between this Chapter and provisions of company’s articles

   

A provision of the articles of a private company is void in so far as it would

have the effect that a resolution that is required by or otherwise provided for

in an enactment could not be proposed and passed as a written resolution.

Chapter 3

5

Resolutions at meetings

General provisions about resolutions at meetings

284     

Resolutions at general meetings

   

A resolution of the members of a company is validly passed at a general

meeting if—

10

(a)   

notice of the meeting and of the resolution is given, and

(b)   

the meeting is held and conducted,

   

in accordance with the provisions of this Chapter (and, where relevant,

Chapter 4) and the company’s articles.

Calling meetings

15

285     

Directors’ power to call general meetings

The directors of a company may call a general meeting of the company.

286     

Members’ power to require directors to call general meeting

(1)   

The members of a company may require the directors to call a general meeting

of the company.

20

(2)   

The directors are required to call a general meeting once the company has

received requests to do so from—

(a)   

members who hold at least the required percentage of such of the paid-

up capital of the company as carries the right of voting at general

meetings of the company (excluding any paid-up capital held as

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treasury shares); or

(b)   

in the case of a company not having a share capital, members who

represent at least the required percentage of the total voting rights of all

the members having a right to vote at general meetings.

(3)   

The required percentage is 10% unless, in the case of a private company, more

30

than twelve months has elapsed since the end of the last general meeting—

(a)   

called in pursuance of a requirement under this section, or

(b)   

in relation to which any members of the company had (by virtue of an

enactment, the company’s articles or otherwise) rights with respect to

the circulation of a resolution no less extensive than they would have

35

had if the meeting had been so called at their request,

   

in which case the required percentage is 5%.

(4)   

A request—

 
 

Company Law Reform Bill [HL]
Part 13 — Resolutions and meetings
Chapter 3 — Resolutions at meetings

130

 

(a)   

must state the general nature of the business to be dealt with at the

meeting, and

(b)   

may include the text of a resolution that may properly be moved and is

intended to be moved at the meeting.

(5)   

A resolution may properly be moved at a meeting unless—

5

(a)   

it would, if passed, be ineffective (whether by reason of inconsistency

with any enactment or the company’s constitution or otherwise),

(b)   

it is defamatory of any person, or

(c)   

it is frivolous or vexatious.

(6)   

A request—

10

(a)   

may be in hard copy form or in electronic form, and

(b)   

must be authenticated by the person or persons making it.

287     

Directors’ duty to call meetings required by members

(1)   

Directors required under section 286 to call a general meeting of the company

must call a meeting—

15

(a)   

within 21 days from the date on which they become subject to the

requirement, and

(b)   

to be held on a date not more than 28 days after the date of the notice

convening the meeting.

(2)   

If the requests received by the company identify a resolution intended to be

20

moved at the meeting, the notice of the meeting must include notice of the

resolution.

(3)   

The business that may be dealt with at the meeting includes a resolution of

which notice is given in accordance with this section.

(4)   

If the resolution is to be proposed as a special resolution, the directors are

25

treated as not having duly called the meeting if they do not give the required

notice of the resolution in accordance with section 266.

288     

Power of members to call meeting at company’s expense

(1)   

If the directors—

(a)   

are required under section 286 to call a meeting, and

30

(b)   

do not do so in accordance with section 287,

   

the members who requested the meeting, or any of them representing more

than one half of the total voting rights of all of them, may themselves call a

general meeting.

(2)   

Where the requests received by the company included the text of a resolution

35

intended to be moved at the meeting, the notice of the meeting must include

notice of the resolution.

(3)   

The meeting must be called for a date not more than three months after the date

on which the directors become subject to the requirement to call a meeting.

(4)   

The meeting must be called in the same manner, as nearly as possible, as that

40

in which meetings are required to be called by directors of the company.

(5)   

The business which may be dealt with at the meeting includes a resolution of

which notice is given in accordance with this section.

 
 

Company Law Reform Bill [HL]
Part 13 — Resolutions and meetings
Chapter 3 — Resolutions at meetings

131

 

(6)   

Any reasonable expenses incurred by the members requesting the meeting by

reason of the failure of the directors duly to call a meeting must be reimbursed

by the company.

(7)   

Any sum so reimbursed shall be retained by the company out of any sums due

or to become due from the company by way of fees or other remuneration in

5

respect of their services to such of the directors as were in default.

289     

Power of court to order meeting

(1)   

This section applies if for any reason it is impracticable—

(a)   

to call a meeting of a company in any manner in which meetings of that

company may be called, or

10

(b)   

to conduct the meeting in the manner prescribed by the company’s

articles or this Act.

(2)   

The court may, either of its own motion or on the application—

(a)   

of a director of the company, or

(b)   

of a member of the company who would be entitled to vote at the

15

meeting,

   

order a meeting to be called, held and conducted in any manner the court

thinks fit.

(3)   

Where such an order is made, the court may give such ancillary or

consequential directions as it thinks expedient.

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(4)   

Such directions may include a direction that one member of the company

present at the meeting be deemed to constitute a quorum.

(5)   

A meeting called, held and conducted in accordance with an order under this

section is deemed for all purposes to be a meeting of the company duly called,

held and conducted.

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Notice of meetings

290     

Notice required of general meeting

(1)   

A general meeting of a private company (other than an adjourned meeting)

must be called by notice of at least 14 days.

(2)   

A general meeting of a public company (other than an adjourned meeting)

30

must be called by notice of—

(a)   

in the case of an annual general meeting, at least 21 days, and

(b)   

in any other case, at least 14 days.

(3)   

The company’s articles may require a longer period of notice than that

specified in subsection (1) or (2).

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(4)   

A general meeting may be called by shorter notice than that otherwise required

if shorter notice is agreed by the members.

   

This does not apply to an annual general meeting of a public company.

(5)   

The shorter notice must be agreed to by a majority in number of the members

having a right to attend and vote at the meeting, being a majority who—

40

 
 

Company Law Reform Bill [HL]
Part 13 — Resolutions and meetings
Chapter 3 — Resolutions at meetings

132

 

(a)   

together hold not less than the requisite percentage in nominal value of

the shares giving a right to attend and vote at the meeting (excluding

any shares in the company held as treasury shares), or

(b)   

in the case of a company not having a share capital, together represent

not less than the requisite percentage of the total voting rights at that

5

meeting of all the members.

(6)   

The requisite percentage is—

(a)   

in the case of a private company, 90% or such higher percentage (not

exceeding 95%) as may be specified in the company’s articles;

(b)   

in the case of a public company, 95%.

10

291     

Manner in which notice to be given

   

Notice of a general meeting of a company must be given—

(a)   

in hard copy form,

(b)   

in electronic form, or

(c)   

by means of a website (see section 292),

15

   

or partly by one such means and partly by another.

292     

Publication of notice of meeting on website

(1)   

Notice of a meeting is not validly given by a company by means of a website

unless it is given in accordance with this section.

(2)   

When the company notifies a member of the presence of the notice on the

20

website the notification must—

(a)   

state that it concerns a notice of a company meeting,

(b)   

specify the place, date and time of the meeting, and

(c)   

in the case of a public company, state whether the meeting will be an

annual general meeting.

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(3)   

The notice must be available on the website throughout the period beginning

with the date of that notification and ending with the conclusion of the

meeting.

293     

Persons entitled to receive notice of meetings

(1)   

Notice of a general meeting of a company must be sent to—

30

(a)   

every member of the company, and

(b)   

every director.

(2)   

In subsection (1), the reference to members includes any person who is entitled

to a share in consequence of the death or bankruptcy of a member, if the

company has been notified of their entitlement.

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(3)   

In subsection (2), the reference to the bankruptcy of a member includes—

(a)   

the sequestration of the estate of a member;

(b)   

a member’s estate being the subject of a protected trust deed (within the

meaning of the Bankruptcy (Scotland) Act 1985 (c. 66)).

(4)   

This section has effect subject to—

40

(a)   

any enactment, and

(b)   

any provision of the company’s articles.

 
 

 
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