What companies must hold annual shareholders meetings?
Public companies
Private companies DO NOT need to
When must companies hold general shareholders meetings?
As and when required
Called by directors or certain shareholders
Who can call a general shareholders meeting?
Directors
Shareholders representing 5% of the paid-up voting capital
When must the director call and hold a general shareholders meeting if requested by shareholders?
Call within 21 days of the request
Held within 28 days
Notice not required?
Who must notice of a general shareholders meeting be given to?
All shareholders and directors
Personal representatives of any deceased shareholders
Trustee in bankruptcy
What must notice of a general shareholders meeting include?
Company name
Time date place of meeting
General nature of business to be discussed
Statement of right to proxy to attend
Full text of any special resolution
When must notice be given in advance of a general shareholders meeting?
At least 14 clear days + 2 days for deemed service (+0 days if hand delivered)
How can the notice period for a general meeting be calculated?
Meeting date - 15 for hand delivery
Meeting date - 17 for posted delivery
How much notice does an annual meeting require?
21 days clear notice (public company)
When can a meeting be held on shorter notice?
Agreed by a majority in number of the shareholders who hold 90% of the shares
95% for non-traded public companies
What is an ordinary resolution required for? How many votes to pass?
General business
Approval of dividends, appointment/removal of director, directors allotment of shares, substantial property transactions, ratification of directors breach, service contract 2yrs+, loan to a director, gift to director after leaving office
50% of voters present
What is a special resolution required for? How many votes to pass?
Resolutions that changes the nature of the company/ may detrimentally affect some shareholders
Buy back company shares out of capital
Changes to articles of association
Change of the company’s name
75% of voters present
What is a poll vote?
An exception to the normal show of hands vote
One vote per share basis
Can be requested by 5 or more shareholders or shareholders with at least 10% of the voting rights/paid up capital
When can written resolutions be used?
To pass ordinary or special resolutions
NOT for the dismissal of a director or auditor
What are the requirements of a written resolution?
Circulated to all members eligible to vote
Indicate how to signify agreement
Lapse after 28 days (if Model Articles)
When may a written resolution be circulated instead of an oral one?
Board decision
Shareholders who hold at least 5% of the voting rights can request
How is a written resolution passed?
Either 50% for ordinary or 75% for special resolutions to pass
One vote per share
Based on all shareholders entitled to vote, rather than the shareholders present to vote
What must occur if a resolution affects information filed at companies house?
Copy of changes filed at CH within 14 days
