Shareholder meeting: notice
Template notice for a general meeting of the shareholders of a private limited company, with provision for ordinary and special resolutions and statement of proxy appointment rights.
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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:
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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Updated by a lawyer on 28/08/2024
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