Regulations on the Content of Notices for Conducting Meetings and Resolutions after forming a Limited UK Company

03 Dec

For business registration UK done in earlier part of 19th century, there was a great strictness in regular arrangement of meetings as the attendance of members of company formation London or UK was very important. Hence, it was mandatory to inform them properly about the meetings. This article mentions the requirements that a notice should fulfil to make the passage of any resolution at the meeting, valid, followed by a discussion of some other requirements of meetings.

Sending Notices for a Proposed Meeting

Whenever meetings are to be arranged in a company, it becomes mandatory to timely inform all the members about the timings and other minutes of the meeting. The notice should be send within the time limit (Section 307 of Companies Act 2006) and should be appropriate as specified by Section 311 of Companies Act 2006. Moreover, it should be received by all those who are authorised to vote at a meeting, as per the subsections 307-317 of the same act. Section 310 states about the persons who are authorised to be notified whereas Section 301 states that any resolution passed is valid if it has been properly notified about.

Content of a Notice 

Section 311 of Companies Act 2006 states that the timings and the date when the meeting is to be held should be mentioned in the notice. Moreover, the venue of the meeting should also be specified in the notice. In relation to any provisions given by the articles of association of a company, the general nature of the business that has to be discussed in the meeting should be mentioned in the notice as well. If the company is listed, a circular explaining whether there will be a discussion of any business other than the business of normal routine in the meeting, as specified by the Listing Rules r 13.8.8 R(1). It is to be decided by the company that what sort of business may be termed as ordinary.

Insufficient Information in Notice

If the notice does not include complete information about the meeting that is required to be mentioned and if the notice is not enough to help the members understand whether or not attending the meeting is in their benefit, then the passage of any resolutions in such a meeting will be considered limbo. As in the case of Tiesson.

Other Information regarding the Notice

The directors are authorised to use the powers that were conferred upon them when they have to call a meeting or give any advice about the proposed resolutions to the members. Consult Section 171 of Companies Act 2006 and the case of Dawson International plc for a better understanding of utilising power within limits. The requirement to send notices may be waived off as in the case of Re Duomatic, under the principle of Duomatic. This is applicable only in situations where the requirement of notice has been imposed for the security of shareholders only. The shareholders can then give their consent to lift off this requirement. But for the security of impugned directors, the requirement of notice cannot be waived off by the shareholders.

Notice General Length

Companies Act 1985, states provisions about what should be the general length of a notice for calling meetings. The following clauses are mentioned in Section 369 of Companies Act 1985:

  • Any clause of the articles of association of a company, excluding an adjourned meeting, will be ineffective if it calls a meeting by a notice that is of shorter length than the following:
  • For an annual general meeting, it should be of 21 days and in written form.
  • And for any meeting other an AGM or a special resolution’s meeting:
  • For an unlimited company, the notice should be of 7 days and in written form.
  • For the rest, it should be of 14 days in written form.
  • As long as the articles do not provide any substitutional clause that is not avoided by first clause of this section, a company’s meeting excluding an adjourned meeting may be called by:
  • For an AGM, with a notice of 21 days in written form.
  • And in case of any other meeting or a special resolution’s meeting:
  • In case of a company that is unlimited it should be a 7 days’ notice in written form.
  • For the rest, it should be a 14 days’ notice in written form.
  • Even if a meeting is called at a notice that is shorter than the length specified by this section or the articles of the company, the meeting will be considered as duly called if:
  • For an AGM, the total members who are authorised to vote and attend the meeting give their consent for its validity.
  • The requisite majority chooses it as duly called, in case of any other type of meeting.
  • The requisite majority refers to the number of members that can vote at a meeting and attend it lawfully, provided:
  • The majority holds at least 95% of the nominal values of the shares that have allotted the right to vote.
  • Or when the company does not have a share capital, the majority altogether constitutes 95% of all the rights of voting that are given at that meeting.

After forming a limited UK company that is private, some of the rules change. For instance, the above mentioned rules will also change. A private company is allowed to elect under Section 379 A of this Act whether the above mentioned clauses will be effective on the company in a way that the 95% requirement is substituted by a lesser value that is not lesser than 90%. This value will be specified by the resolution or by the meeting of the company.

Compulsion of Meetings of Members

During the initial era of the formation of companies, it was deemed mandatory for the companies to arrange meetings of the members in the company on a regular basis. As after the business registration UK running a company smoothly is the goal, this would be done so that the members were enabled to hold the accountability of the directors. However, when half of the 19th century passed, the meetings became less frequent. But a general meeting on a yearly basis was still a compulsion. Meetings other than ordinary or yearly general meetings, were termed as extraordinary meetings. However, this term does not exist in the 2006 version of Companies Act. Under the first clause of Section 336 of Companies Act 2006, it is mandatory for the public companies to hold meetings annually that are related to their cycle of reporting. The yearly meeting and the meeting of accounts required for presenting the accounts to the members as per Section 437 of Companies Act 2006, is usually conducted together. The same meeting may also handle the matters of appointing directors and their resignations. Private companies are allowed to hold no annual meeting at all.

Leniency of Conducting Meetings

If the decisions taken at the meetings will bind the members in their actions, then it is necessary to send a notice to all the members and there should be a proper conduction of the meeting in the presence of a quorum. The voting should be held properly. Initially, it was assumed the meetings should be arranged so that all the members get a chance to share their views on the decisions being made for the company. As in Byng case. However, now the requirement for every member to be in the same venue for the meeting has reduced. Model Articles have shown leniency by allowing the members to not to be in the same place for the meeting, Article 37 for private companies and Article 29 for UK PLC company formation of the Model Articles states these regulations.

Quorum and Chairman 

Normally, there are two quorums required in a meeting, as long as the company is not a single man company where the number of quorum will be one. As in the case of Sharp. Also, the required number may change if any other number is specified by the constitution of the company as per Section 318 of Companies Act 2006. The chairman is selected during the meeting unless any other ruling is provided regarding the matter in the articles as specified by Section 319, usually by the directors. The chairman is not given the casting vote by both, Companies Act 2006 and the Model Articles. Also, Section 282 of Companies Act 2006, does not allow the passage of an ordinary resolution proposed by a member via a casting vote. This provision was commonly a part of the provisions of private companies. Nevertheless, the regulations now approve the validity of such provisions regarding casting votes even if they were incorporated before 1st of October 2007 as specified by SI 2007/3495, Article 2(6) and Schedule 5, Paragraph 2(1) and (5).

Methods of Voting

Voting may be done in a meeting via either showing hands or via polling by an entitled member or his/her representative as mentioned in subsection 324-330 of Companies Act 2006 and Article 45 for private companies and Article 38 for public companies in Model Articles.

Appointing Proxies

Section 324 A of Companies Act 2006states that a proxy has to vote in accordance to the instructions that has been given to him by the member who made his appointment. Section 323 gives permission of making appointments of human representatives to the shareholders. Companies Act 2006 gives permission to make an appointment of more than one proxies for a meeting, for the representation of various beneficial or indirect owners. It also gives the proxies freedom to speak and vote in the meetings notwithstanding any of the articles of the company as specified in subsection 324ff.

Authorised Persons for the Proposal of Resolutions 

Generally, resolutions can be proposed by directors. However, they can also be proposed by members who hold a sufficiently large majority in a public company. The majority should be as such (subsection 338 and 338 A of Companies Act 2006):

  • 5 percent of the total rights of voting must be held by the members.
  • Or there should be 100 members who have paid an average amount of 100 pounds each as the share value.

For company formation London or UK that is private, it is an advantage that the private companies can propose resolutions via the procedure of written resolution.

Notice of a Resolution

A resolution must be notified about in the same manner as a meeting. And the costs should be afforded by the members as long as the company resolves in the other case. These have been stated in Section 339 or Section 340 of Companies Act 2006.

Circulation of Statement

The circulation of a statement by the company may be required by a large group of members in the same manner as for the resolution’s proposal. The statement may be circulated before a meeting, stating about the proposed resolution or about any business that has to be discussed in the meeting as per Section 314 of Companies Act 2006. The same section specifies the persons who are authorised for it and also specifies that the length of the statement should not exceed 1000 words. The requirements of the notice as specified by subsections 315 and 317 of Companies Act 2006, should be met and the expenditure should be afforded by the members unless the company does it as per Section 314. Section 338 of Companies Act 2006, allows a particular members’ group in a traded company, to ask the company for the inclusion of other matters in the business that has to be discussed at AGM.

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