Can I call an Extraordinary General Meeting
- Thread starter RobMazio
- Start date
Shareholder Rights
Pass Ordinary Resolution
An ordinary resolution is not defined by Companies Act 2006 but is one passed by a simple majority (i.e 50.01%) of the votes cast by the members entitled to vote and present personally or by proxy at the meeting.
Where CA 2006 or the articles do not specify the resolution required an ordinary resolution will suffice and satisfies a requirement of CA 2006 for a resolution of the company or a decision of the company in general meeting.
Decisions which may be made by ordinary resolution, include:
Any Restrictions
Statutory Position (CA 06)
(a) any item of routine business where CA 1982006 requires approval of the matter by members in general meeting;
(b) exercising authority to alter (but not reduce) the authorised share capital;
CA 2006, ss 617 & 618
(c) provide or renew the directors' authority to allot relevant securities;
CA 2006, s 551(8)
(d) payment of a final dividend;
(e) capitalisation of reserves;
(f) approval of transactions between the Company and "connected" persons;
CA 2006, s 190
(g) removal of a director (providing special notice of the resolution has been given).
CA 2006, s 168
Ordinary Resolution With Special Notice
Special notice of the intention to propose certain ordinary resolutions must be given to the company.
These resolutions requiring special notice include those proposing:
(1) The removal of a director
CA 2006, s 168(2)
(2) The appointment as auditor of a person other than the retiring auditor
CA 2006, ss 510-513
(3) The removal of an auditor before the expiration of his term of office
CA 2006, ss 510-513
25+ % Shareholding - List of Rights
Shareholder Rights
Block Special Resolution
Any Restrictions
Statutory Position (CA 06)
CA 2006, s 283
10% Shareholding - List of Rights
Shareholder Rights
The right to have the Company's Annual Accounts audited
Any Restrictions
Statutory Position (CA 06)
CA 2006, s 476
5+ % Shareholding - List of Rights
Shareholder Rights
The right to refuse to consent to short notice
Any Restrictions
Any request must be given to the company in writing at least one week before the General Meeting to which the statement relates.
Statutory Position (CA 06)
CA 2006, s 307(5) & (6)
The right to circulate a written statement
CA 2006, s 314
The right to call a General Meeting
CA 2006 s 303
Any % Shareholding - List of Rights
Shareholder Rights
The right to ask the court to call a General Meeting
Any Restrictions
Statutory Position (CA 06)
CA 2006, s 306
The right not to be unfairly prejudiced
CA 2006, s 994
The right to have the company wound up provided that it is just and equitable to do so
The right to vote
CA 2006, s 284
The right to receive notice of general meetings
CA 2006, s 310
The right to a dividend if one is declared
Directors have power (but are not obliged to) declare a dividend. Members cannot vote to pay themselves more than the directors have recommended.
Model Articles, Article 30
The right to a share certificate
This right Depends on the Articles of the company. See the section of this site entitled "selling your shareholding".
CA 2006, s 769
A members right to have his name entered on the Register of Members
CA 2006, s 113
The right to a copy of the Annual Accounts
CA 2006, s 431
The right to an AGM
ONLY IF IN ARTICLES
The right to inspect Minutes of General Meetings
CA 2006, ss 248, 355 & 358
The right to vote
The right to inspect the register of members and index of members' names without charge
CA 2006, s 116(1)(a)
The right to require a copy of the register of shareholders within 10 days of the request subject to a charge
CA 2006, s 116(2)
The right to inspect the register of directors service contracts without charge
CA 2006, s 229(1)
Registers to be maintained at a Company's Registered Office
Register of Directors and Secretaries
CA 2006, s 162 & 275 to record the information required by CA 2006, ss 163 & 277
Register of Members
CA 2006, s 113
Register of Directors' Interests in Shares
CA 2006, s 808
Register of Charges, together with copies of all instruments Containing registration with the Registrar under CA 1985, s295
CA 2006, ss 875-876
Minute Books
CA 2006, s 248
Pass Ordinary Resolution
An ordinary resolution is not defined by Companies Act 2006 but is one passed by a simple majority (i.e 50.01%) of the votes cast by the members entitled to vote and present personally or by proxy at the meeting.
Where CA 2006 or the articles do not specify the resolution required an ordinary resolution will suffice and satisfies a requirement of CA 2006 for a resolution of the company or a decision of the company in general meeting.
Decisions which may be made by ordinary resolution, include:
Any Restrictions
Statutory Position (CA 06)
(a) any item of routine business where CA 1982006 requires approval of the matter by members in general meeting;
(b) exercising authority to alter (but not reduce) the authorised share capital;
CA 2006, ss 617 & 618
(c) provide or renew the directors' authority to allot relevant securities;
CA 2006, s 551(8)
(d) payment of a final dividend;
(e) capitalisation of reserves;
(f) approval of transactions between the Company and "connected" persons;
CA 2006, s 190
(g) removal of a director (providing special notice of the resolution has been given).
CA 2006, s 168
Ordinary Resolution With Special Notice
Special notice of the intention to propose certain ordinary resolutions must be given to the company.
These resolutions requiring special notice include those proposing:
(1) The removal of a director
CA 2006, s 168(2)
(2) The appointment as auditor of a person other than the retiring auditor
CA 2006, ss 510-513
(3) The removal of an auditor before the expiration of his term of office
CA 2006, ss 510-513
25+ % Shareholding - List of Rights
Shareholder Rights
Block Special Resolution
Any Restrictions
Statutory Position (CA 06)
CA 2006, s 283
10% Shareholding - List of Rights
Shareholder Rights
The right to have the Company's Annual Accounts audited
Any Restrictions
Statutory Position (CA 06)
CA 2006, s 476
5+ % Shareholding - List of Rights
Shareholder Rights
The right to refuse to consent to short notice
Any Restrictions
Any request must be given to the company in writing at least one week before the General Meeting to which the statement relates.
Statutory Position (CA 06)
CA 2006, s 307(5) & (6)
The right to circulate a written statement
CA 2006, s 314
The right to call a General Meeting
CA 2006 s 303
Any % Shareholding - List of Rights
Shareholder Rights
The right to ask the court to call a General Meeting
Any Restrictions
Statutory Position (CA 06)
CA 2006, s 306
The right not to be unfairly prejudiced
CA 2006, s 994
The right to have the company wound up provided that it is just and equitable to do so
The right to vote
CA 2006, s 284
The right to receive notice of general meetings
CA 2006, s 310
The right to a dividend if one is declared
Directors have power (but are not obliged to) declare a dividend. Members cannot vote to pay themselves more than the directors have recommended.
Model Articles, Article 30
The right to a share certificate
This right Depends on the Articles of the company. See the section of this site entitled "selling your shareholding".
CA 2006, s 769
A members right to have his name entered on the Register of Members
CA 2006, s 113
The right to a copy of the Annual Accounts
CA 2006, s 431
The right to an AGM
ONLY IF IN ARTICLES
The right to inspect Minutes of General Meetings
CA 2006, ss 248, 355 & 358
The right to vote
The right to inspect the register of members and index of members' names without charge
CA 2006, s 116(1)(a)
The right to require a copy of the register of shareholders within 10 days of the request subject to a charge
CA 2006, s 116(2)
The right to inspect the register of directors service contracts without charge
CA 2006, s 229(1)
Registers to be maintained at a Company's Registered Office
Register of Directors and Secretaries
CA 2006, s 162 & 275 to record the information required by CA 2006, ss 163 & 277
Register of Members
CA 2006, s 113
Register of Directors' Interests in Shares
CA 2006, s 808
Register of Charges, together with copies of all instruments Containing registration with the Registrar under CA 1985, s295
CA 2006, ss 875-876
Minute Books
CA 2006, s 248
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What is it you wish to put before the meeting because there are different requirements (as you have seen) depending on what your intention is?
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As you have at least 5% of the shares ,and so long as your shares carry full voting rights (i.e. they are not stated to be a separate class of shares that do not have the right to vote), then:-
1. You send a letter to the company at the Registered Office address requesting, under s.303 of the Companies At 2006, that the directors convene a General Meeting of shareholders. I suggest you also send copies to the home addresses of each Director.
2. The notice should contain some brief reference to the subject matter you wish to discuss at the meeting.
3. If you wish for a vote to be taken on a particular Resolution then you have the option of setting out the wording of such Resolution in the notice (but see 8 below).
4. The Director then must, under s304 CA2006, issue within 21 days of your notice a notice from them to all shareholders convening the meeting. The notice should contain the subject matter you have asked to be discussed and a copy of any Resolution of which you have given notice.
5. The meeting they convene must be scheduled to be held no more than 28 days from the date of their notice to shareholders.
6. If the Directors fail to do this then you can, under s305 CA 2006, serve notice on all shareholders convening the meeting yourself (even if you are not also a Director). That meeting date should be at least 14 days and no more than 3 months after the date of your notice. Your notice should also contain the details you wish to discuss and a copy of any Resolution of which you choose to give notice.
7. All costs incurred by you in convening the meeting yourself are chargeable the company and the company can deduct such expenses it pays to you from any monies that may be due to the directors who were at fault in not convening the meeting.
8. If the Resolution you propose is to remove a director then the notice convening the meeting should be for a date that is at least 28 days after the date of your notice to the company in 1 above.
Call me if you wish to discuss in more detail. 07885 728801
1. You send a letter to the company at the Registered Office address requesting, under s.303 of the Companies At 2006, that the directors convene a General Meeting of shareholders. I suggest you also send copies to the home addresses of each Director.
2. The notice should contain some brief reference to the subject matter you wish to discuss at the meeting.
3. If you wish for a vote to be taken on a particular Resolution then you have the option of setting out the wording of such Resolution in the notice (but see 8 below).
4. The Director then must, under s304 CA2006, issue within 21 days of your notice a notice from them to all shareholders convening the meeting. The notice should contain the subject matter you have asked to be discussed and a copy of any Resolution of which you have given notice.
5. The meeting they convene must be scheduled to be held no more than 28 days from the date of their notice to shareholders.
6. If the Directors fail to do this then you can, under s305 CA 2006, serve notice on all shareholders convening the meeting yourself (even if you are not also a Director). That meeting date should be at least 14 days and no more than 3 months after the date of your notice. Your notice should also contain the details you wish to discuss and a copy of any Resolution of which you choose to give notice.
7. All costs incurred by you in convening the meeting yourself are chargeable the company and the company can deduct such expenses it pays to you from any monies that may be due to the directors who were at fault in not convening the meeting.
8. If the Resolution you propose is to remove a director then the notice convening the meeting should be for a date that is at least 28 days after the date of your notice to the company in 1 above.
Call me if you wish to discuss in more detail. 07885 728801
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