Notice of General Meeting

IN LIGHT OF THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023, THIS TEMPLATE IS CURRENTLY UNDER REVIEW.

What this notice covers

This Notice of General Meeting is used where the directors have convened a general meeting of shareholders (that is, a shareholders' meeting that is not an annual general meeting).

The notice should specify the date, time and place of the meeting, state that the meeting is a general meeting, and give a general indication of the business to be dealt with.

Who can call a general meeting

Table A provides that only directors can call a general meeting unless there are too few directors in the UK to make up a quorum, in which case any member can call one.

Under the Companies Act 2006 and the Model Articles, a general meeting can only be called by the directors.

In both cases, directors must call a general meeting if requisitioned by the holders of 5% of the paid up capital of the company.

Notice period

14 days' notice must be provided for a general meeting (assuming the company's articles do not provide for longer), unless all members agree a shorter notice period.

Resolution wording and content requirements

If the meeting is being convened to pass a special or extraordinary resolution, or a resolution for which special notice is required, the resolution(s) must be set out in full in the notice.

The notice will be invalid unless it contains enough detail to allow a reasonable shareholder to judge whether they need to attend the meeting.

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