How are Shareholders’ Meetings Called?

A critical part of the corporate administration function is to ensure that shareholders meetings are called when required, and that the formalities for the calling and holding of shareholders meetings are observed.

The formalities for calling (or convening) shareholders’ meetings are much stricter than those for board meetings. At least fourteen clear days’ written notice must be given to all shareholders, directors and any auditor. This is regardless of whether resolutions are to be passed as ordinary or special resolutions. Section 1147 of the Companies Act 2006 also includes a deemed delivery provision of 48 hours.

Companies’ articles can also lengthen the minimum notice period required for general meetings.

It is also possible to call a meeting at short notice, providing shareholders holding the requisite percentage in nominal value of the shares giving the right to attend and vote at the meeting agree. For private companies the requisite percentage is 90%, or such other amount as may be stated in the articles, not exceeding 95%.

Notice can be given electronically; including making it available on a company’s website; provided the company and the shareholders have agreed this and the other conditions in the Companies Act 2006 are met.

The articles of a company should always be checked for any notice provisions.