Holding a General Meeting of Shareholders at Short Notice?

Short notice of General Meetings is a source of much dispute as Resolutions passed at an improperly convened meeting will not be binding on the company and its principals. Failing to get the notice right 1st time can therefore have potentially significant consequences.

In summary, for non-traded private companies, the Companies Act 2006 sets the default short notice approval threshold at at least 90% of the total of members entitled to attend and vote at the meeting (see section 307(4)-(6)).

Be aware that the company’s articles can raise this to a maximum of 95% and note that many companies formed before 1 October 2007 may well have articles setting 95% as the default percentage.

As always, carefully check the company’s articles before attempting to convene a meeting at short notice – or seek legal advice if at all unsure.

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