Who can Call a Shareholders’ Meeting?

The board of directors has the power to call general meetings and the majority of general meetings will be called by the directors (S302 of the Companies Act 2006).

The members also have the ability to demand a general meeting. Section 303 of the Companies Act 2006 requires the directors to call a general meeting once the company has received requests from members representing 5% of the paid up share capital those entitled to vote at general meetings of the company.

Under S304, the directors must call a general meeting within 21 days of receiving such a valid request and provide for the general meeting to be held on a date not more than 28 days after the date of the notice of the meeting.

If the directors do not call a meeting as required to do so, under S304, the members who requested the meeting, or any of them representing more than one half of the total voting rights of all of them, may themselves call a general meeting.

The Companies Act 2006 also gives the court the ability to order a meeting and where a resigning auditor has given a statement of the circumstances connected with his resignation, that auditor is also entitled to call on the directors of the company to convene a general meeting for the purposes of receiving and considering an explanation of those circumstances.