The Companies Act 1985 (Electronic Communications) Order 2000

Electronic transmission of notice of meeting to pass elective resolution

21.—(1) Section 379A of the 1985 Act (elective resolution of private company)(1) is amended as follows.

(2) Insert the following subsections after subsection (2A)—

“(2B) For the purposes of this section, notice in writing of the meeting is to be taken as given to a person where notice of the meeting is sent using electronic communications to such address as may for the time being be notified by that person to the company for that purpose.

(2C) For the purposes of this section a notice in writing of the meeting is also to be treated as given to a person where—

(a) the company and that person have agreed that notices of meetings required to be given to that person may instead be accessed by him on a web site;

(b) the meeting is a meeting to which that agreement applies;

(c) that person is notified, in a manner for the time being agreed between him and the company for the purpose, of—

(i) the publication of the notice on a web site;

(ii) the address of that web site; and

(iii) the place on that web site where the notice may be accessed, and how it may be accessed; and

(d) the notice continues to be published on that web site throughout the period beginning with the giving of that notification and ending with the conclusion of the meeting;

and for the purposes of this section a notice treated in accordance with this subsection as given to any person is to be treated as so given at the time of the notification mentioned in paragraph (c).

(2D) A notification given for the purposes of subsection (2C)(c) must—

(a) state that it concerns a notice of a company meeting at which an elective resolution is to be proposed, and

(b) specify the place, date and time of the meeting.

(2E) Nothing in subsection (2C) shall invalidate the proceedings of a meeting where—

(a) any notice that is required to be published as mentioned in paragraph (d) of that subsection is published for a part, but not all, of the period mentioned in that paragraph; and

(b) the failure to publish that notice throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the company to prevent or avoid.

(2F) In so far as the articles of the company do not provide for notices and notifications to be served using electronic communications, the provisions of Table A (as for the time being in force) as to such service shall apply.”

(3) In subsection (5), for the words “subsection (1)” substitute “subsections (1) and (2B) to (2E)”.

(4) Insert the following subsection after subsection (5)—

“(5A) In this section, “address” includes any number or address used for the purposes of electronic communications.”

(1)

Section 379A was inserted by section 116 of the Companies Act 1989 and amended by article 2 of S.I. 1996/1471.