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Chapter 14: Members' meetings and resolutions

This chapter provides guidance on general meetings, the requirements under the Companies Act 2006, the articles of association. It covers annual general meetings, looking at AGMs for both private and public companies, the business to be transacted in the meeting and the laying of the report and accounts. It examines the procedures for calling general meetings – who is allowed to do so, and general meetings called at the request of members. It provides guidance on notice of a general meeting as well as for traded companies, a section on members’ power to include other matters in the AGM business. It also looks at resolutions and filing – ordinary and special resolutions, ad extraordinary and elective resolutions, and the filing of resolutions. It covers participation in general meetings, including quorum, location and attendance, as well as the proceedings at the meeting, including debate and procedural resolutions, as well as adjournment. It provides guidance on voting at general meetings – including voting rights and methods, show of hands, the demand for a poll, poll procedures and website publication, and the right to require independent reports on a poll. It covers proxies and corporate representatives, their appointment, additional rules regarding proxies applicable to listed companies and drafting and despatch of proxy forms, as well as the revocation of proxies. It also covers class meetings and written resolutions – by private companies, the circulation, filing and recording of written resolutions, and written resolutions proposed by members, also covering decisions by sole members. It looks at the inspection and copying of records of general meetings and resolutions, and company communications, covering communications sent or supplied to a company, either on a website or through other means, deemed delivery and electronic signatures.

Precedents include:

  • Precedent 14.A Notice of annual general meeting (public company with listed shares)

  • Precedent 14.B Members’ request for general meeting to be held

  • Precedent 14.C Notice of requisitioned meeting given by members

  • Precedent 14.D Consent to short notice (annual general meeting)

  • Precedent 14.E Consent to short notice (general meeting)

  • Precedent 14.F Notice of general meeting (private company)

  • Precedent 14.G Members’ request for circulation of AGM resolution

  • Precedent 14.H Members’ request for inclusion of an item (other than a resolution) on the agenda of the AGM of a traded company

  • Precedent 14.I Members’ requisition for circulation of statement

  • Precedent 14.J Attendance sheet (members)

  • Precedent 14.K Attendance sheet (press)

  • Precedent 14.L Attendance card

  • Precedent 14.M Chairman’s script for an annual general meeting

  • Precedent 14.N Voting card

  • Precedent 14.O Appointment of representative by corporate body

  • Precedent 14.Q Proxy card

  • Precedent 14.R Notice of class meeting

  • Precedent 14.S Resolution (members) in writing

  • Precedent 14.T Written record of decision by sole member (single-member company)

  • Precedent 14.U Minutes of annual general meeting

  • Precedent 14.V Minutes of general meeting (single-member company)

Sections

    General Meetings
    Annual General Meetings
    Calling General Meetings
    Notice Of General Meetings
    Resolutions And Filing
    Participation In General Meetings
    Proceedings At General Meetings
    Voting At General Meetings
    Proxies And Corporate Representatives
    Class Meetings
    Written Resolutions
    Records Of General Meetings And Resolutions
    Company Communications
    Precedents
    Appendices