Chwilio Deddfwriaeth

Companies Act 2006

Calling meetings

Section 302: Directors’ power to call general meetings

546.This section puts into statute part of the default regulation at article 37 of Table A which allows the directors to call a general meeting. The company’s articles will set out how the directors act collectively.

Section 303: Members’ power to require directors to call general meeting

547.This section, together with sections 304 and 305 make provision similar to that in section 368 of the 1985 Act requiring the directors to call a general meeting if requested by the members. There are three main changes.

548.First, there is a change in the threshold required for a meeting request. For public companies this remains members with voting rights holding at least 10% of the paid-up capital. For private companies the threshold is 5% or 10% of the paid-up capital (or, in a company with no share capital, 5% or 10% of the total voting rights) depending on when there was last a meeting in advance of which members had a right – equivalent to the right under this clause (see below) – to circulate resolutions. The threshold is lower if there has been no such meeting in the last twelve months. Second, as indicated above, subsection (4)(b) extends the provisions of the 1985 Act by enabling members to include the text of a resolution to be moved at the requested meeting. Subsection (5) defines what type of resolution may be properly moved. For example, if the resolution would have no effect, then it cannot be properly moved. Third, requests in electronic form are permitted.

Section 304: Directors’ duty to call meetings required by members

549.This section sets time limits within which the directors must call and hold a meeting required by members. Subsection (2) requires that if the members’ request identifies a resolution to be moved at the meeting, notice of this resolution should be included in the notice of the meeting.

Section 305: Power of members to call meeting at company’s expense

550.This section enables the members to call a meeting at the company’s expense in the event that the directors fail to call a meeting on the members’ request. Subsections (6) and (7) provide for members to be reimbursed appropriately and that the directors are penalised directly by the reimbursement being taken out of the fees or other remuneration due to them.

Section 306: Power of court to order meeting

551.This section reproduces the effect of section 371 of the 1985 Act and gives the court power to order a meeting of the company and to direct the manner in which that meeting is called, held and conducted.

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