ACCA F4 - Corp and Business Law (ENG)

Part F Management, administration and regulation of companies  20: Company meetings and resolutions 309

The following specific rules by way of exception should be remembered.

 When special notice of a resolution is given to the company it must be given 28 days in advance

of the meeting.

 In a creditors' voluntary winding up there must be at least seven days notice of the creditors'

meeting (to protect the interests of creditors). The members may shorten the period of notice

down to seven days but that is all.

The clear days rule in the Act provides that the day of the meeting and the day the notice was given are

excluded from the required notice period.

4.3 Special notice of a resolution

Special notice of 28 days of intention to propose certain resolutions (removal of directors/auditors) must

be given.

Special notice is notice of 28 days which must be given to a company of the intention to put certain types

of resolution at a company meeting.

Special notice must be given to the company of the intention to propose a resolution for any of the

following purposes.

 To remove an auditor or to appoint an auditor other than the auditor who was appointed at the

previous year's meeting

 To remove a director from office or to appoint a substitute in their place after removal

A member may request a resolution to be passed at a particular meeting. In this case, the member must

give special notice of their intention to the company at least 28 days before the date of the meeting. If,

however, the company calls the meeting for a date less than 28 days after receiving the special notice that

notice is deemed to have been properly given.

On receiving special notice a public company may be obliged to include the resolution in the AGM

notice which it issues.

If the company gives notice to members of the resolution it does so by a 21 day notice to them that

special notice has been received and what it contains. If it is not practicable to include the matter in the

notice of meeting, the company may give notice to members by newspaper advertisement or any other

means permitted by the articles.

Where special notice is received of intention to propose a resolution for the removal of a director or to

change the auditor, the company must send a copy to the director or auditor. This is to allow them to

exercise their statutory right to defend themself by issuing a memorandum and/or addressing the meeting

in person.

The essential point is that a special notice is given to the company; it is not a notice from the company

to members although it will be followed (usually) by such notice.

4.4 Members requisitioning a resolution

Members rather than directors may be able to requisition resolutions. This may be achieved by requesting

the directors call a meeting, or proposing a resolution to be voted on at a meeting already arranged.

The directors normally have the right to decide what resolutions shall be included in the notice of a

meeting. However, apart from the requisition to call a general meeting, members can also take the

initiative to requisition certain resolutions be considered at the AGM.

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