Shareholder meeting: notice
Notice of shareholders meeting – Written notice of a general meeting of shareholders of a private limited company.
Background
How does a company call a meeting of shareholders?
A meeting of shareholders is convened by notice from the company to its shareholders.
The directors may call a general meeting.
In addition, shareholders may require the directors to call a general meeting. They are required to do so if the company has received a request from members holding at least 5% of the paid-up voting shares in the company. 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.
Following receipt of a request from the members, 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 general meeting, the requesting shareholders can do so.
What is the period of notice?
The period of notice of a general meeting of a private limited company is not less than 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.
What must a general meeting notice contain?
The notice of the meeting must contain:
- the time and date of the meeting
- the place of the meeting
- the general nature of the business to be dealt with at 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 rights to appoint a proxy to attend the meeting on their behalf
About this general meeting notice
This general meeting notice is a template notice for the general meeting of a private limited company.
Document features
Features include:
- template notice satisfying notice content requirements of Companies Act 2006
- provision for both ordinary and special resolutions
- statement of proxy appointment rights
Explanatory guidance
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