Company Law Reform Bill [HL]

House of Commons

Session 2005 - 06
Internet Publications
Other Bills before Parliament

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
25
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.
20
(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.
25
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).
35
(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.
25
(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.
35
(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.