Part 13 U.K.Resolutions and meetings

Modifications etc. (not altering text)

C1 Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

C2 Pt. 13 modified (31.12.2023) by The Resolution of Central Counterparties (Modified Application of Corporate Law and Consequential Amendments) Regulations 2023 (S.I. 2023/1313), regs. 1(2), 4

C3 Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2

Chapter 3 U.K.Resolutions at meetings

Notice of meetings U.K.

311 Contents of notices of meetings U.K.

(1) Notice of a general meeting of a company must state—

(a) the time and date of the meeting, and

(b) the place of the meeting.

(2) Notice of a general meeting of a company must state the general nature of the business to be dealt with at the meeting.

[F1 In relation to a company other than a traded company, this subsection has effect subject to any provision of the company's articles.]

[F2 (3) Notice of a general meeting of a traded company must also include—

(a) a statement giving the address of the website on which the information required by section 311A (traded companies: publication of information in advance of general meeting) is published;

(b) a statement—

(i) that the right to vote at the meeting is determined by reference to the register of members [F3 [F4 (or, if an election under section 128B is in force in respect of the company, by reference to the register kept by the registrar under section 1080)]], and

(ii) of the time when that right will be determined in accordance with section 360B(2) (traded companies: share dealings before general meetings);

(c) a statement of the procedures with which members must comply in order to be able to attend and vote at the meeting (including the date by which they must comply);

(d) a statement giving details of any forms to be used for the appointment of a proxy;

(e) where the company offers the facility for members to vote in advance (see section 322A) or by electronic means (see section 360A), a statement of the procedure for doing so (including the date by which it must be done, and details of any forms to be used); and

(f) a statement of the right of members to ask questions in accordance with section 319A (traded companies: questions at meetings).]

Textual Amendments

F1 Words in s. 311(2) substituted (3.8.2009) by The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 10(2) (with application as stated in reg. 1(2))

F2 S. 311(3) inserted (3.8.2009) by The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 10(3) (with application as stated in reg. 1(2))

F3 Words in s. 311(3)(b)(i) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 1 para. 6

F4 Words in s. 311(3)(b)(i) inserted (30.6.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 5 para. 17; S.I. 2016/321, reg. 6(c)

Commencement Information

I1 S. 311 wholly in force at 1.10.2007; s. 311 not in force at Royal Assent see s. 1300; s. 311 in force at 1.10.2007 by S.I. 2007/2194, art. 2(1)(f) (with saving in art. 12 and subject to transitional adaptations specified in Sch. 1 and with transitional provisions and savings in Sch. 3)