Office of Public Sector Information
PART 13 continued CHAPTER 3 continued
(1) Notice of a general meeting of a company must be sent to—
(a) every member of the company, and
(b) every director.
(2) In subsection (1), the reference to members includes any person who is entitled to a share in consequence of the death or bankruptcy of a member, if the company has been notified of their entitlement.
(3) In subsection (2), the reference to the bankruptcy of a member includes—
(a) the sequestration of the estate of a member;
(b) a member’s estate being the subject of a protected trust deed (within the meaning of the Bankruptcy (Scotland) Act 1985 (c. 66)).
(4) This section has effect subject to—
(a) any enactment, and
(b) any provision of the company’s articles.
(1) Notice of a general meeting of a company must state—
(a) the time and date of the meeting, and
(b) the place of the meeting.
(2) Notice of a general meeting of a company must state the general nature of the business to be dealt with at the meeting.
This subsection has effect subject to any provision of the company’s articles.
(1) Where by any provision of the Companies Acts special notice is required of a resolution, the resolution is not effective unless notice of the intention to move it has been given to the company at least 28 days before the meeting at which it is moved.
(2) The company must, where practicable, give its members notice of any such resolution in the same manner and at the same time as it gives notice of the meeting.
(3) Where that is not practicable, the company must give its members notice at least 14 days before the meeting—
(a) by advertisement in a newspaper having an appropriate circulation, or
(b) in any other manner allowed by the company’s articles.
(4) If, after notice of the intention to move such a resolution has been given to the company, a meeting is called for a date 28 days or less after the notice has been given, the notice is deemed to have been properly given, though not given within the time required.
(1) Where a company gives notice of—
(a) a general meeting, or
(b) a resolution intended to be moved at a general meeting,
any accidental failure to give notice to one or more persons shall be disregarded for the purpose of determining whether notice of the meeting or resolution (as the case may be) is duly given.
(2) Except in relation to notice given under—
(a) section 304 (notice of meetings required by members),
(b) section 305 (notice of meetings called by members), or
(c) section 339 (notice of resolutions at AGMs proposed by members),
subsection (1) has effect subject to any provision of the company’s articles.
(1) The members of a company may require the company to circulate, to members of the company entitled to receive notice of a general meeting, a statement of not more than 1,000 words with respect to—
(a) a matter referred to in a proposed resolution to be dealt with at that meeting, or
(b) other business to be dealt with at that meeting.
(2) A company is required to circulate a statement once it has received requests to do so from—
(a) members representing at least 5% of the total voting rights of all the members who have a relevant right to vote (excluding any voting rights attached to any shares in the company held as treasury shares), or
(b) at least 100 members who have a relevant right to vote and hold shares in the company on which there has been paid up an average sum, per member, of at least £100.
See also section 153 (exercise of rights where shares held on behalf of others).
(3) In subsection (2), a “relevant right to vote” means—
(a) in relation to a statement with respect to a matter referred to in a proposed resolution, a right to vote on that resolution at the meeting to which the requests relate, and
(b) in relation to any other statement, a right to vote at the meeting to which the requests relate.
(4) A request—
(a) may be in hard copy form or in electronic form,
(b) must identify the statement to be circulated,
(c) must be authenticated by the person or persons making it, and
(d) must be received by the company at least one week before the meeting to which it relates.
(1) A company that is required under section 314, to circulate a statement must send a copy of it to each member of the company entitled to receive notice of the meeting—
(a) in the same manner as the notice of the meeting, and
(b) at the same time as, or as soon as reasonably practicable after, it gives notice of the meeting.
(2) Subsection (1) has effect subject to section 316(2) (deposit or tender of sum in respect of expenses of circulation) and section 317 (application not to circulate members' statement).
(3) In the event of default in complying with this section, an offence is committed by every officer of the company who is in default.
(4) A person guilty of an offence under this section is liable—
(a) on conviction on indictment, to a fine;
(b) on summary conviction, to a fine not exceeding the statutory maximum.
(1) The expenses of the company in complying with section 315 need not be paid by the members who requested the circulation of the statement if—
(a) the meeting to which the requests relate is an annual general meeting of a public company, and
(b) requests sufficient to require the company to circulate the statement are received before the end of the financial year preceding the meeting.
(2) Otherwise—
(a) the expenses of the company in complying with that section must be paid by the members who requested the circulation of the statement unless the company resolves otherwise, and
(b) unless the company has previously so resolved, it is not bound to comply with that section unless there is deposited with or tendered to it, not later than one week before the meeting, a sum reasonably sufficient to meet its expenses in doing so.
(1) A company is not required to circulate a members' statement under section 315 if, on an application by the company or another person who claims to be aggrieved, the court is satisfied that the rights conferred by section 314 and that section are being abused.
(2) The court may order the members who requested the circulation of the statement to pay the whole or part of the company’s costs (in Scotland, expenses) on such an application, even if they are not parties to the application.
(1) In the case of a company limited by shares or guarantee and having only one member, one qualifying person present at a meeting is a quorum.
(2) In any other case, subject to the provisions of the company’s articles, two qualifying persons present at a meeting are a quorum, unless—
(a) each is a qualifying person only because he is authorised under section 323 to act as the representative of a corporation in relation to the meeting, and they are representatives of the same corporation; or
(b) each is a qualifying person only because he is appointed as proxy of a member in relation to the meeting, and they are proxies of the same member.
(3) For the purposes of this section a “qualifying person” means—
(a) an individual who is a member of the company,
(b) a person authorised under section 323 (representation of corporations at meetings) to act as the representative of a corporation in relation to the meeting, or
(c) a person appointed as proxy of a member in relation to the meeting.
(1) A member may be elected to be the chairman of a general meeting by a resolution of the company passed at the meeting.
(2) Subsection (1) is subject to any provision of the company’s articles that states who may or may not be chairman.
(1) On a vote on a resolution at a meeting on a show of hands, a declaration by the chairman that the resolution—
(a) has or has not been passed, or
(b) passed with a particular majority,
is conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
(2) An entry in respect of such a declaration in minutes of the meeting recorded in accordance with section 355 is also conclusive evidence of that fact without such proof.
(3) This section does not have effect if a poll is demanded in respect of the resolution (and the demand is not subsequently withdrawn).
(1) A provision of a company’s articles is void in so far as it would have the effect of excluding the right to demand a poll at a general meeting on any question other than—
(a) the election of the chairman of the meeting, or
(b) the adjournment of the meeting.
(2) A provision of a company’s articles is void in so far as it would have the effect of making ineffective a demand for a poll on any such question which is made—
(a) by not less than 5 members having the right to vote on the resolution; or
(b) by a member or members representing not less than 10% of the total voting rights of all the members having the right to vote on the resolution (excluding any voting rights attached to any shares in the company held as treasury shares); or
(c) by a member or members holding shares in the company conferring a right to vote on the resolution, being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right (excluding shares in the company conferring a right to vote on the resolution which are held as treasury shares).
On a poll taken at a general meeting of a company, a member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.
(1) If a corporation (whether or not a company within the meaning of this Act) is a member of a company, it may by resolution of its directors or other governing body authorise a person or persons to act as its representative or representatives at any meeting of the company.
(2) Where the corporation authorises only one person, he is entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual member of the company.
(3) Where the corporation authorises more than one person, any one of them is entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual member of the company.
(4) Where the corporation authorises more than one person and more than one of them purport to exercise a power under subsection (3)—
(a) if they purport to exercise the power in the same way, the power is treated as exercised in that way,
(b) if they do not purport to exercise the power in the same way, the power is treated as not exercised.
(1) A member of a company is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at a meeting of the company.
(2) In the case of a company having a share capital, a member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him, or (as the case may be) to a different £10, or multiple of £10, of stock held by him.
(1) In every notice calling a meeting of a company there must appear, with reasonable prominence, a statement informing the member of—
(a) his rights under section 324, and
(b) any more extensive rights conferred by the company’s articles to appoint more than one proxy.
(2) Failure to comply with this section does not affect the validity of the meeting or of anything done at the meeting.
(3) If this section is not complied with as respects any meeting, an offence is committed by every officer of the company who is in default.
(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.
(1) If for the purposes of a meeting there are issued at the company’s expense invitations to members to appoint as proxy a specified person or a number of specified persons, the invitations must be issued to all members entitled to vote at the meeting.
(2) Subsection (1) is not contravened if—
(a) there is issued to a member at his request a form of appointment naming the proxy or a list of persons willing to act as proxy, and
(b) the form or list is available on request to all members entitled to vote at the meeting.
(3) If subsection (1) is contravened as respects a meeting, an offence is committed by every officer of the company who is in default.
(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.
(1) This section applies to—
(a) the appointment of a proxy, and
(b) any document necessary to show the validity of, or otherwise relating to, the appointment of a proxy.
(2) Any provision of the company’s articles is void in so far as it would have the effect of requiring any such appointment or document to be received by the company or another person earlier than the following time—
(a) in the case of a meeting or adjourned meeting, 48 hours before the time for holding the meeting or adjourned meeting;
(b) in the case of a poll taken more than 48 hours after it was demanded, 24 hours before the time appointed for the taking of the poll;
(c) in the case of a poll taken not more than 48 hours after it was demanded, the time at which it was demanded.
(3) In calculating the periods mentioned in subsection (2) no account shall be taken of any part of a day that is not a working day.
(1) A proxy may be elected to be the chairman of a general meeting by a resolution of the company passed at the meeting.
(2) Subsection (1) is subject to any provision of the company’s articles that states who may or who may not be chairman.
(1) The appointment of a proxy to vote on a matter at a meeting of a company authorises the proxy to demand, or join in demanding, a poll on that matter.
(2) In applying the provisions of section 321(2) (requirements for effective demand), a demand by a proxy counts—
(a) for the purposes of paragraph (a), as a demand by the member;
(b) for the purposes of paragraph (b), as a demand by a member representing the voting rights that the proxy is authorised to exercise;
(c) for the purposes of paragraph (c), as a demand by a member holding the shares to which those rights are attached.
(1) This section applies to notice that the authority of a person to act as proxy is terminated (“notice of termination”).
(2) The termination of the authority of a person to act as proxy does not affect—
(a) whether he counts in deciding whether there is a quorum at a meeting,
(b) the validity of anything he does as chairman of a meeting, or
(c) the validity of a poll demanded by him at a meeting,
unless the company receives notice of the termination before the commencement of the meeting.
(3) The termination of the authority of a person to act as proxy does not affect the validity of a vote given by that person unless the company receives notice of the termination—
(a) before the commencement of the meeting or adjourned meeting at which the vote is given, or
(b) in the case of a poll taken more than 48 hours after it is demanded, before the time appointed for taking the poll.
(4) If the company’s articles require or permit members to give notice of termination to a person other than the company, the references above to the company receiving notice have effect as if they were or (as the case may be) included a reference to that person.
(5) Subsections (2) and (3) have effect subject to any provision of the company’s articles which has the effect of requiring notice of termination to be received by the company or another person at a time earlier than that specified in those subsections.
This is subject to subsection (6).
(6) Any provision of the company’s articles is void in so far as it would have the effect of requiring notice of termination to be received by the company or another person earlier than the following time—
(a) in the case of a meeting or adjourned meeting, 48 hours before the time for holding the meeting or adjourned meeting;
(b) in the case of a poll taken more than 48 hours after it was demanded, 24 hours before the time appointed for the taking of the poll;
(c) in the case of a poll taken not more than 48 hours after it was demanded, the time at which it was demanded.
(7) In calculating the periods mentioned in subsections (3)(b) and (6) no account shall be taken of any part of a day that is not a working day.
Nothing in sections 324 to 330 (proxies) prevents a company’s articles from conferring more extensive rights on members or proxies than are conferred by those sections.
Where a resolution is passed at an adjourned meeting of a company, the resolution is for all purposes to be treated as having been passed on the date on which it was in fact passed, and is not to be deemed passed on any earlier date.
(1) Where a company has given an electronic address in a notice calling a meeting, it is deemed to have agreed that any document or information relating to proceedings at the meeting may be sent by electronic means to that address (subject to any conditions or limitations specified in the notice).
(2) Where a company has given an electronic address—
(a) in an instrument of proxy sent out by the company in relation to the meeting, or
(b) in an invitation to appoint a proxy issued by the company in relation to the meeting,
it is deemed to have agreed that any document or information relating to proxies for that meeting may be sent by electronic means to that address (subject to any conditions or limitations specified in the notice).
(3) In subsection (2), documents relating to proxies include—
(a) the appointment of a proxy in relation to a meeting,
(b) any document necessary to show the validity of, or otherwise relating to, the appointment of a proxy, and
(c) notice of the termination of the authority of a proxy.
(4) In this section “electronic address” means any address or number used for the purposes of sending or receiving documents or information by electronic means.
(1) The provisions of this Chapter apply (with necessary modifications) in relation to a meeting of holders of a class of shares as they apply in relation to a general meeting.
This is subject to subsections (2) and (3).
(2) The following provisions of this Chapter do not apply in relation to a meeting of holders of a class of shares—
(a) sections 303 to 305 (members' power to require directors to call general meeting), and
(b) section 306 (power of court to order meeting).
(3) The following provisions (in addition to those mentioned in subsection (2)) do not apply in relation to a meeting in connection with the variation of rights attached to a class of shares (a “variation of class rights meeting”)—
(a) section 318 (quorum), and
(b) section 321 (right to demand a poll).
(4) The quorum for a variation of class rights meeting is—
(a) for a meeting other than an adjourned meeting, two persons present holding at least one-third in nominal value of the issued shares of the class in question (excluding any shares of that class held as treasury shares);
(b) for an adjourned meeting, one person present holding shares of the class in question.
(5) For the purposes of subsection (4), where a person is present by proxy or proxies, he is treated as holding only the shares in respect of which those proxies are authorised to exercise voting rights.
(6) At a variation of class rights meeting, any holder of shares of the class in question present may demand a poll.
(7) For the purposes of this section—
(a) any amendment of a provision contained in a company’s articles for the variation of the rights attached to a class of shares, or the insertion of any such provision into the articles, is itself to be treated as a variation of those rights, and
(b) references to the variation of rights attached to a class of shares include references to their abrogation.
(1) The provisions of this Chapter apply (with necessary modifications) in relation to a meeting of a class of members of a company without a share capital as they apply in relation to a general meeting.
This is subject to subsections (2) and (3).
(2) The following provisions of this Chapter do not apply in relation to a meeting of a class of members—
(a) sections 303 to 305 (members' power to require directors to call general meeting), and
(b) section 306 (power of court to order meeting).
(3) The following provisions (in addition to those mentioned in subsection (2)) do not apply in relation to a meeting in connection with the variation of the rights of a class of members (a “variation of class rights meeting”)—
(a) section 318 (quorum), and
(b) section 321 (right to demand a poll).
(4) The quorum for a variation of class rights meeting is—
(a) for a meeting other than an adjourned meeting, two members of the class present (in person or by proxy) who together represent at least one-third of the voting rights of the class;
(b) for an adjourned meeting, one member of the class present (in person or by proxy).
(5) At a variation of class rights meeting, any member present (in person or by proxy) may demand a poll.
(6) For the purposes of this section—
(a) any amendment of a provision contained in a company’s articles for the variation of the rights of a class of members, or the insertion of any such provision into the articles, is itself to be treated as a variation of those rights, and
(b) references to the variation of rights of a class of members include references to their abrogation.
(1) Every public company must hold a general meeting as its annual general meeting in each period of 6 months beginning with the day following its accounting reference date (in addition to any other meetings held during that period).
(2) A company that fails to comply with subsection (1) as a result of giving notice under section 392 (alteration of accounting reference date)—
(a) specifying a new accounting reference date, and
(b) stating that the current accounting reference period or the previous accounting reference period is to be shortened,
shall be treated as if it had complied with subsection (1) if it holds a general meeting as its annual general meeting within 3 months of giving that notice.
(3) If a company fails to comply with subsection (1), an offence is committed by every officer of the company who is in default.
(4) A person guilty of an offence under this section is liable—
(a) on conviction on indictment, to a fine;
(b) on summary conviction, to a fine not exceeding the statutory maximum.
(1) A notice calling an annual general meeting of a public company must state that the meeting is an annual general meeting.
(2) An annual general meeting may be called by shorter notice than that required by section 307(2) or by the company’s articles (as the case may be), if all the members entitled to attend and vote at the meeting agree to the shorter notice.
(1) The members of a public company may require the company to give, to members of the company entitled to receive notice of the next annual general meeting, notice of a resolution which may properly be moved and is intended to be moved at that meeting.
(2) A resolution may properly be moved at an annual general meeting unless—
(a) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the company’s constitution or otherwise),
(b) it is defamatory of any person, or
(c) it is frivolous or vexatious.
(3) A company is required to give notice of a resolution once it has received requests that it do so from—
(a) members representing at least 5% of the total voting rights of all the members who have a right to vote on the resolution at the annual general meeting to which the requests relate (excluding any voting rights attached to any shares in the company held as treasury shares), or
(b) at least 100 members who have a right to vote on the resolution at the annual general meeting to which the requests relate and hold shares in the company on which there has been paid up an average sum, per member, of at least £100.
See also section 153 (exercise of rights where shares held on behalf of others).
(4) A request—
(a) may be in hard copy form or in electronic form,
(b) must identify the resolution of which notice is to be given,
(c) must be authenticated by the person or persons making it, and
(d) must be received by the company not later than—
(i) 6 weeks before the annual general meeting to which the requests relate, or
(ii) if later, the time at which notice is given of that meeting.
Companies Act 2006