Company Law Reform Bill [HL] (143-147)

House of Commons

Session 2005 - 06
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Other Bills before Parliament

Company Law Reform Bill [HL] (143-147)

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 14 — Resolutions and meetings
Chapter 3 — Resolutions at meetings
143

310
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.
(2)
The directors are required to call a general meeting once the company has
received requests to do so from—
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(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
treasury shares); or
(b)
in the case of a company not having a share capital, members who
10
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
than twelve months has elapsed since the end of the last general meeting—
(a)
called in pursuance of a requirement under this section, or
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(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
had if the meeting had been so called at their request,

in which case the required percentage is 5%.
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(4)
A request—
(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.
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(5)
A resolution may properly be moved at a meeting unless—
(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.
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(6)
A request—
(a)
may be in hard copy form or in electronic form, and
(b)
must be authenticated by the person or persons making it.
311
Directors’ duty to call meetings required by members
(1)
Directors required under section 310 to call a general meeting of the company
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must call a meeting—
(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.
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(2)
If the requests received by the company identify a resolution intended to be
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.
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Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 14 — Resolutions and meetings
Chapter 3 — Resolutions at meetings
144

(4)
If the resolution is to be proposed as a special resolution, the directors are
treated as not having duly called the meeting if they do not give the required
notice of the resolution in accordance with section 290.
312
Power of members to call meeting at company’s expense
(1)
If the directors—
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(a)
are required under section 310 to call a meeting, and
(b)
do not do so in accordance with section 311,

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.
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(2)
Where the requests received by the company included the text of a resolution
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.
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(4)
The meeting must be called in the same manner, as nearly as possible, as that
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.
(6)
Any reasonable expenses incurred by the members requesting the meeting by
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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
respect of their services to such of the directors as were in default.
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313
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
(b)
to conduct the meeting in the manner prescribed by the company’s
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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
meeting,
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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.
(4)
Such directions may include a direction that one member of the company
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present at the meeting be deemed to constitute a quorum.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 14 — Resolutions and meetings
Chapter 3 — Resolutions at meetings
145

(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.
Notice of meetings
314
Notice required of general meeting
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(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)
must be called by notice of—
(a)
in the case of an annual general meeting, at least 21 days, and
10
(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).
(4)
A general meeting may be called by shorter notice than that otherwise required
if shorter notice is agreed by the members.
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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—
(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
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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
meeting of all the members.
(6)
The requisite percentage is—
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(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%.
315
Manner in which notice to be given

Notice of a general meeting of a company must be given—
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(a)
in hard copy form,
(b)
in electronic form, or
(c)
by means of a website (see section 316),

or partly by one such means and partly by another.
316
Publication of notice of meeting on website
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(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
website the notification must—
(a)
state that it concerns a notice of a company meeting,
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(b)
specify the place, date and time of the meeting, and

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 14 — Resolutions and meetings
Chapter 3 — Resolutions at meetings
146

(c)
in the case of a public company, state whether the meeting will be an
annual general meeting.
(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.
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317
Persons entitled to receive notice of meetings
(1)
Notice of a general meeting of a company must be sent to—
(a)
every member of the company, and
(b)
every director.
(2)
In subsection (1), the reference to members includes any person who is entitled
10
to a share in consequence of the death or bankruptcy of a member, if the
company has been notified of their entitlement.
(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
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meaning of the Bankruptcy (Scotland) Act 1985 (c. 66)).
(4)
This section has effect subject to—
(a)
any enactment, and
(b)
any provision of the company’s articles.
318
Contents of notices of meetings
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(1)
Notice of a general meeting of a company must state—
(a)
the time and date of the meeting, and
(b)
the place of the meeting.
(2)
Notice of a general meeting of a company must state the general nature of the
business to be dealt with at the meeting.
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This subsection has effect subject to any provision of the company’s articles.
319
Resolution requiring special notice
(1)
Where by any provision of the Companies Acts special notice is required of a
resolution, the resolution is not effective unless notice of the intention to move
it has been given to the company at least 28 days before the meeting at which
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it is moved.
(2)
The company must, where practicable, give its members notice of any such
resolution in the same manner and at the same time as it gives notice of the
meeting.
(3)
Where that is not practicable, the company must give its members notice at
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least 14 days before the meeting—
(a)
by advertisement in a newspaper having an appropriate circulation, or
(b)
in any other manner allowed by the company’s articles.
(4)
If, after notice of the intention to move such a resolution has been given to the
company, a meeting is called for a date 28 days or less after the notice has been
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Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 14 — Resolutions and meetings
Chapter 3 — Resolutions at meetings
147

given, the notice is deemed to have been properly given, though not given
within the time required.
320
Accidental failure to give notice of resolution or meeting
(1)
Where a company gives notice of—
(a)
a general meeting, or
5
(b)
a resolution intended to be moved at a general meeting,

any accidental failure to give notice to one or more persons shall be
disregarded for the purpose of determining whether notice of the meeting or
resolution (as the case may be) is duly given.
(2)
Except in relation to notice given under—
10
(a)
section 311 (notice of meetings required by members),
(b)
section 312 (notice of meetings called by members), or
(c)
section 346 (notice of resolutions at AGMs proposed by members),

subsection (1) has effect subject to any provision of the company’s articles.
Members’ statements
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321
Members’ power to require circulation of statements
(1)
The members of a company may require the company to circulate, to members
of the company entitled to receive notice of a general meeting, a statement of
not more than 1,000 words with respect to—
(a)
a matter referred to in a proposed resolution to be dealt with at that
20
meeting, or
(b)
other business to be dealt with at that meeting.
(2)
A company is required to circulate a statement once it has received requests to
do so from—
(a)
members representing at least 5% of the total voting rights of all the
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members who have a relevant right to vote (excluding any voting rights
attached to any shares in the company held as treasury shares), or
(b)
at least 100 members who have a relevant right to vote and hold shares
in the company on which there has been paid up an average sum, per
member, of at least £100.
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(3)
In subsection (2), a “relevant right to vote” means—
(a)
in relation to a statement with respect to a matter referred to in a
proposed resolution, a right to vote on that resolution at the meeting to
which the requests relate, and
(b)
in relation to any other statement, a right to vote at the meeting to
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which the requests relate.
(4)
A request—
(a)
may be in hard copy form or in electronic form,
(b)
must identify the statement to be circulated,
(c)
must be authenticated by the person or persons making it, and
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(d)
must be received by the company at least one week before the meeting
to which it relates.