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Summary Business Law and Practice U5 General Meeting v Written resolution template
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REVISION TABLE -General Meeting Written resolution
Who is The board of directors will resolve to call a meeting of the members at a The directors of the company
responsible board meeting (s302 CA06)
Public companies cannot use the shareholders’ written resolution
Shareholders of company holding at least 5% of share have right to procedure (CA 2006 s281(2)
require directors to call a general meeting of the shareholders
Does not require GM and no meeting is held when a written resolution is
CA s302 Directors power to call general meetings – directors of a proposed = no physical voting
company may call a general meeting of the company
Private limited companies are always permitted to use written resolution
Directors must pass a board resolution to call a GM Browne v La Trinidad procedure instead of a GM
(1887) 37 ChD 1
Therefore, directors must: EXCEPT in following circumstances
1- hold a board meeting and pass a board resolution by majority
vote; or (a) a GM must be called to dismiss a director (CA 2006, ss 168(1) and
2- sign a directors’ written resolution and then send out a notice to 288(2); see 6.10.3);and
the shareholders (b) a GM must be called to dismiss the company’s auditors (CA 2006, ss
510(2) and 288(2)
Cas304 – directors’ duty to call meeting required by members – directors
required to call meeting under s303 must do so within 21 days from date Shareholders holding at least 5% of total voting shares in company have
on which they becayse subject to the requirement right to circulate a written resolution and accompanying statement of up
to 1000 words (s292(1))
Shareholders of company holding at least 5% of share have right to
require directors to call a general meeting of the shareholders CA s88 Written Resolutions of private Companies3)A resolution may be
proposed as a written resolution—
Cas303 = members power to require directors to call general meeting
(a)by the directors of a private company (see section 291), or
CA s305 power of members to call meeting at company’s expense – if
directors are required to call a meeting and they do not do so, members (b)by the members of a private company (see sections 292 to 295).
, who requested meeting (or any of them representing more than one
hald of the total voting rights of all of them) may themselves call a it is board’s responsibility to initiate a written resolution procedure (CA
general meeting s291(1))
- meeting must be called no more than 3 months after date on
which directors became subject to the requirement to call a
meeting
To whom Notice of the general meeting is sent to all the members, directors and S291 – must be sent to every eligible member in hard or electronic form
notice is sent any auditors (s310 and s502 CA06). without undue delay
Notice must be given either in hard-copy form (on paper), or S92 – members power to require circulation of written resolution
electronically (eg by e-mail orfax) or via a website, or by a combination
of these methods (CA 2006, s 308 S293 – circulation of written resolution proposed by members (every
eligible member must be given a copy of the resolution and the
For shareholders and directors it will normally be posted to the address accompanying statement)
which appears on the register of members or directors (CA 2006, ss
1143(1) and1144(2), Sch 5, Part 2 CA s502 – written resolution must also be sent to auditors
Short notice Eligible member = shareholder who would have been entitled to vote on
the ‘circulation date’ of the written resolution (s289(1))
It is possible for shareholders of company to agree to hold a GM on short
notice (CA 2006, s307(4)) Circulation date = date it was first sent to an eligible member s290
There is a two-stage test that must be satisfied in order to call the Resolution circulated to eligible members in one of two ways:
meeting under short notice: (a) Separate copies may be sent to each eligible member at the same time
1- The majority of the shareholders must agree to holding the by the directors(s 291(3)(a)) or by requisitioning shareholders (s 293(2)(a)).
meeting on short notice; and (CA s307(5)) (b) Alternatively, just one copy of the resolution may be prepared, and this
2- These shareholders must hold at least 90% of the voting rights same copy is then sent to each shareholder in turn by the directors (s
, (s307(5)(a), (6)(a) 291(3)(b)) or by requisitioning shareholders (s 293(2)(b)).
If short notice is purportedly used without complying with the statutory
and article requirements, the decisions taken at the GM will be invalid
( Schofield v Schofield, Court ofAppeal (Civil Division), 25 February 2011)
Contents of The notice will set out (under s311, s325, s283(6)(a) CA06, and the Should be accompanied by a statement informing the member how to
notice Company, Limited Liability Partnership and Business (Names and Trading signify the agreement and the date by which the resolution must be
Disclosures) Regulations 2015/17, reg. 24): passed
1. Name of company, proxy notice and registered office; Shareholders may be made to pay the company’s expenses for circulating
2. Date, time and place of meeting; this statement (s294(1))
3. General nature of the business of the meeting; and
4. The exact wording of the special resolutions. S314(1) = members power to require circulation of statements
shareholders may circulate a written statement of up to 1000 words about
A notice of a GM under the CA 2006 must include: proposed resolution or other business of a shareholder meeting. Company
(a) the time, date and place of the meeting (s 311(1)); required to circulate if it has received requests from: members
(b) the general nature of the business to be dealt with (although this representing at least 5% of the total voting rights of all members who have
provision may beamended by the articles) (s 311(2)); a relevant right to vote; or at least 100 members who have a relevant right
(c) with reasonable prominence, a statement of rights to appoint a proxy to vote and hold shares in the company on which there has been paid up
(s 325(1)); an average sum, per member, of at least £100. A request (a)may be in hard
(d) the full text of any special resolution proposed at the meeting (s copy form or in electronic form,
283(6)(a)) (b)must identify the statement to be circulated,
Any resolutions purportedly passed at the meeting may be invalid (CA (c)must be authenticated by the person or persons making it, and
2006, s 301(a)
(d)must be received by the company at least one week before the meeting
A deliberate decision not to send a notice to a shareholdercan also to which it relates
amount to a breach by a director of s 171(b) of the CA 2006 for
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