What is the period of notice for a shareholder meeting?

The period of notice of a general meeting of a private limited company is 14 days. For this purpose, 14 days means 14 clear days, excluding the date on which the notice is given and the date of the meeting itself. The days include weekends and bank holidays. The company’s Articles of Association may require a longer period than that.

Can a shareholder meeting be held on short notice?

A shareholder meeting may be held on shorter notice than 14 days unless the Articles of Association prescribe a minimum period of notice. Consent to a shareholder meeting on short notice may be given by shareholders who, together, hold at least 90% in nominal value of the shares which give the right to attend and vote at the meeting. This percentage may be increased in the Articles of Association to not more than 95%.

Shareholder meeting: consent to short notice

Consent from shareholders for holding a general meeting of a private limited company on short notice, to be signed by shareholders representing the minimum required aggregate percentage of the company’s total shares.

for shareholders to consent to holding a general meeting of the company on short notice
for the general meeting of a private limited company

What are the key features?

form of notice from shareholder(s) to the company
alternative forms of notice depending on whether it will be signed by a single shareholder or multiple shareholders

What else do I need to know?

The notice period for a general meeting of a private limited company is 14 clear days unless the company’s Articles of Association specify a longer period. However, the meeting can be held on shorter notice than 14 days, provided that the Articles of Association do not mandate a minimum period of notice.

Shareholders holding at least 90% in nominal value of the voting shares may consent to a meeting being held on short notice. This percentage can be increased in the Articles of Association to a maximum of 95%.

Note that notice of the meeting must still be given.

What other documents are available?

Related documents for calling and holding general meetings include:

Description

When do I use this document?

as an advance subscription agreement between the company and a single investor
where the conversion price will be calculated as a percentage discount to the issue price for shares in the qualified investment round
if agreed, where there is an agreed valuation cap on the company’s valuation

What are the key features?

advance subscription terms and payment
conversion on the occurrence of defined events, including a qualifying financing round, the sale of the company or on a longstop date
conversion price on a qualified financing round to be at an agreed percentage discount to the qualified financing round share price
if agreed, a cap on the valuation of the company for the purpose of calculating the conversion price
warranties regarding the investor’s compliance with Financial Services and Markets Act 2000 regime regarding financial promotions

What else do I need to know?

For detailed discussion regarding the purpose of advance subscription agreements and their benefits and disadvantages for investors and the company, click here.

Negotiating points

Prior to entering into this ASA, the parties will need to consider and agree:

discount rate: the discounted price per share (expressed as a percentage) at which the ASA investor will receive shares in the qualified financing round
valuation cap: if agreed, the cap on the valuation of the company for the purpose of calculating the price at which the advance subscription will convert into shares on a qualified investment round
default valuation: the default valuation of the company which will be used to calculate the conversion price of the advance subscription in circumstances where conversion occurs on the agreed longstop date or the company’s insolvency
longstop date: the longstop date on which (and in the absence of a prior qualifying financing round) the ASA will automatically convert into shares
qualified financing round: the minimum amount of funding which the company must raise before that funding round will count as the qualified financing round under the ASA which results in the conversion of the advance subscription into shares
subscription amount: the amount of the investor’s advance subscription

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As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

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Updated by a lawyer on 26/08/2024

Updated By a lawyer on 11/15/2022

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Shareholder meeting: consent to short notice

When do I use this document?

What are the key features?

What else do I need to know?

What other documents are available?

When do I use this document?

What are the key features?

What else do I need to know?

Negotiating points

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Create your document in 3 Easy Steps

PaperRock offers affordable, legal document templates, written by experienced and expert lawyers, trusted by businesses across the UK and beyond. No hidden charges or trial sign-ups are required to complete your document.

“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”

Amanda | Bannister Creative

“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”

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“As an SME Paperrock saves us the legal fees we’ve previously had to spend. In these challenging times that's a big help. Great products and support.”

Giles, MD | Boniti Ltd.

Shareholder meeting: consent to short notice

When do I use this document?

What are the key features?

What else do I need to know?

What other documents are available?

When do I use this document?

What are the key features?

What else do I need to know?

Negotiating points

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Related Articles

Create your document in 3 Easy Steps

PaperRock offers affordable, legal document templates, written by experienced and expert lawyers, trusted by businesses across the UK and beyond. No hidden charges or trial sign-ups are required to complete your document.

“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”

Amanda | Bannister Creative

“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”

Elle, Founder | Winslow skincare & aesthetics.

“As an SME Paperrock saves us the legal fees we’ve previously had to spend. In these challenging times that's a big help. Great products and support.”

Giles, MD | Boniti Ltd.

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