Companies Act 2006, Cross Heading: Notice of meetings is up to date with all changes known to be in force on or before 09 September 2024. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.
Revised legislation carried on this site may not be fully up to date. Changes and effects are recorded by our editorial team in lists which can be found in the ‘Changes to Legislation’ area. Where those effects have yet to be applied to the text of the legislation by the editorial team they are also listed alongside the legislation in the affected provisions. Use the ‘more’ link to open the changes and effects relevant to the provision you are viewing.
Whole provisions yet to be inserted into this Act (including any effects on those provisions):
[ F1 (A1) This section applies to—
(a) a general meeting of a company that is not a traded company; and
(b) a general meeting of a traded company that is an opted-in company (as defined by section 971(1)), where—
(i) the meeting is held to decide whether to take any action that might result in the frustration of a takeover bid for the company; or
(ii) the meeting is held by virtue of section 969 (power of offeror to require general meeting to be held).
(A2) For corresponding provision(s) in relation to general meetings of traded companies (other than meetings within subsection (A1)(b)), see section 307A. ]
(1) A general meeting of a private company (other than an adjourned meeting) must be called by notice of at least 14 days.
(2) A general meeting of a public company (other than an adjourned meeting) must be called by notice of—
(a) in the case of an annual general meeting, at least 21 days, and
(b) in any other case, at least 14 days.
(3) The company's articles may require a longer period of notice than that specified in subsection (1) or (2).
(4) A general meeting may be called by shorter notice than that otherwise required if shorter notice is agreed by the members.
(5) The shorter notice must be agreed to by a majority in number of the members having a right to attend and vote at the meeting, being a majority who—
(a) together hold not less than the requisite percentage in nominal value of the shares giving a right to attend and vote at the meeting (excluding any shares in the company held as treasury shares), or
(b) in the case of a company not having a share capital, together represent not less than the requisite percentage of the total voting rights at that meeting of all the members.
(6) The requisite percentage is—
(a) in the case of a private company, 90% or such higher percentage (not exceeding 95%) as may be specified in the company's articles;
(b) in the case of a public company, 95%.
(7) Subsections (5) and (6) do not apply to an annual general meeting of a public company (see instead section 337(2)).
Modifications etc. (not altering text)
I1 S. 307 wholly in force at 1.10.2007; s. 307 not in force at Royal Assent see s. 1300; s. 307 in force at 1.10.2007 by S.I. 2007/2194, art. 2(1)(f) (with saving in art. 12 and subject to transitional adaptations specified in Sch. 1 and with transitional provisions and savings in Sch. 3)
(1) A general meeting of a traded company must be called by notice of—
(a) in a case where conditions A to C (set out below) are met, at least 14 days;
(b) in any other case, at least 21 days.
(2) Condition A is that the general meeting is not an annual general meeting.
(3) Condition B is that the company offers the facility for members to vote by electronic means accessible to all members who hold shares that carry rights to vote at general meetings. This condition is met if there is a facility, offered by the company and accessible to all such members, to appoint a proxy by means of a website.
(4) Condition C is that a special resolution reducing the period of notice to not less than 14 days has been passed—
(a) at the immediately preceding annual general meeting, or
(b) at a general meeting held since that annual general meeting.
(5) In the case of a company which has not yet held an annual general meeting, condition C is that a special resolution reducing the period of notice to not less than 14 days has been passed at a general meeting.
(6) The company's articles may require a longer period of notice than that specified in subsection (1).
(7) Where a general meeting is adjourned, the adjourned meeting may be called by shorter notice than required by subsection (1). But in the case of an adjournment for lack of a quorum this subsection applies only if—
(a) no business is to be dealt with at the adjourned meeting the general nature of which was not stated in the notice of the original meeting, and
(b) the adjourned meeting is to be held at least 10 days after the original meeting.
(8) Nothing in this section applies in relation to a general meeting of a kind mentioned in section 307(A1)(b) (certain meetings regarding takeover of opted-in company). ]
Modifications etc. (not altering text)