untitled

Control of the company 307

Notice of meetings

At least 14 days’ notice must be given of a company meeting unless the meeting is the AGM
of a public company, in which case at least 21 days’ notice must be given. Notice of a general
meeting may be given in hard copy, electronically or by means of a website, or by a combin-
ation of these methods. The company’s articles might require longer periods of notice. The
members can require a shorter period of notice but this must be agreed by a majority of at
least 90 per cent if the company is private and of at least 95 per cent if it is a public company.
The written notice of a meeting must explain the nature of any business which is not
ordinary business, as well as the date, the place and the time of the meeting. If a special
resolution is proposed the text of the resolution must be specified in full. Minutes of com-
pany meetings must be kept and must be available for inspection by members.

Resolutions

As we have seen, it is the directors who manage a company. But to appoint directors,
or remove them, or to do other acts which can be done only by the members themselves,
a resolution must be passed at a company meeting.
Resolutions may be ordinary or special. Table 11.1 shows the differences between the two
types of resolutions.

Proposed by

Can be written?

Majority needed

Formalities

required

Type of business

Notice requirements

if moved at a

meeting

Special resolutions

The directors.

5 per cent of members eligible to vote if

resolution is to be moved at AGM of plc.

5 per cent of members eligible to vote if it

is a written resolution.

Only if co is private.

If at meeting, at least 75 per cent of

members who vote.

If written, must be signed by members

representing at least 75 per cent of voting

rights.

Minutes kept.

Must be registered with Registrar of

Companies within 15 days.

To alter unentrenched articles.

To alter company name.

To change from public co to private, or

vice versa.

To petition for winding up of the company.

To require directors to take or not to take

some action. (If Model Articles for Public

or Private Companies are adopted.)

14 days, unless moved at AGM of plc

when 21 days.

Ordinary resolutions

The directors.

5 per cent of members eligible to

vote if resolution is to be moved

at AGM of plc.

5 per cent of members eligible to

vote if it is a written resolution.

Only if co is private.

If at meeting, over 50 per cent of

members who vote.

If written, must be signed by

members representing over

50 per cent of voting rights.

Minutes kept.

No need to register.

To remove directors. (Special

notice of 28 days required if

done under s. 168.)

To resolve not to sue directors

for breach of duty.

To appoint auditors. Any

business for which special

resolution not required.

14 days, unless moved at AGM

of plc when 21 days.

28 days if to remove a director

under s. 168.

Table 11.1Company resolutions