Notice of General Meeting to Consider a Particular Resolution

A notice of a general meeting must specify the date, time and place of the meeting, and the general nature of the business to be dealt with. The period of notice for a general meeting will be the usual statutory 14 clear days' notice unless the articles impose a longer period.

'Clear Days' means that the day on which the notice is received or deemed received by the member and the day of the meeting itself are not counted in the calculation

The notice of a general meeting must be sent to every member (unless there are specific classes of membership not entitled to receive notice under the articles - e.g. 'B' shares) and to the auditors (if any) and every director. It must also be sent to every person entitled to a share in consequence of the death or bankruptcy of a member (under the 2006 'model' articles they are known as 'transmittees'). This applies only once the company has been notified of their entitlement.

Section 311 of the Companies Act 2006 provides that notices can be given:

  1. In hard copy format;
  2. In electronic format;
  3. By means of a web site; or
  4. By a combination of these methods.

If notice is given by means of a web site the notice must remain available on the web site throughout the period beginning with the date of the notification to the intended recipient and ending with the conclusion of the meeting.

Types of Resolution

There are two types of resolution that can be considered at a general meeting of the company:

  1. Ordinary Resolution - requires over 50% of the voting shares to pass this type of resolution (whether written or passed at the meeting).
  2. Special Resolution - requires over 75% of the voting shares to pass this type of resolution (whether written or passed at the meeting).

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