Shareholder meeting: notice

When do I use this document?

• for notice of a shareholder meeting
• for a meeting of shareholders of a private limited company
• in conjunction with specific shareholder resolutions, such as the resolutions contained in
• Shareholder resolution – amend Articles of Association
• Shareholder resolutions – authority to allot, pre-emption disapplication
• Shareholder resolutions – sub-divide, consolidate shares

What are the key features?

• template notice that meets the notice content requirements of the Companies Act 2006
• provision for both ordinary and special resolutions
• statement of shareholders’ proxy appointment rights

What else do I need to know?

Who can call a shareholder meeting?

• directors: the directors may call a general meeting of shareholders by notice from the company to its shareholders
• shareholders: shareholders may request the directors to call a general meeting.  If shareholders holding at least 5% of the paid-up voting shares in the company make such a request, the directors are obliged to do so.  The request must state the general business of the meeting and may include the text of proposed resolutions.  A proposed resolution may be moved unless it is defamatory, frivolous or vexatious.  Upon receiving such a request, the directors must call the general meeting within 21 days, to be held not later than 28 days from the date of the notice.  If the directors fail to call the meeting, the requesting shareholders have the right to do so.

What is the notice period for a shareholder meeting?

Unless the Articles of Association specify a longer period, the notice period for a general meeting of a private limited company is at least 14 days.  This period means 14 “clear” days, excluding the day the notice is given and the day of the meeting itself.  The days include weekends and bank holidays.

What must a general meeting notice contain?

The notice of a general meeting must contain:

• the time and date of the meeting
• the place of the meeting
• the general nature of the business of the meeting
• in the case of a special resolution, the text of the resolution and the intention to propose it as a special resolution
• a statement informing members of their right to appoint a proxy to attend the meeting on their behalf

What other documents are available?

Related documents for calling and holding general meetings include:

• Shareholder meeting proxy form
• Shareholder meeting – corporate representative appointment
• Shareholder meeting consent to short notice 
• Shareholder meeting – template minutes