Meetings

Company meetings

Procedures governing how board and shareholders formally make decisions

Board meeting (BM)

Meeting of directors to pass board resolutions

Who calls BM

Any director or company secretary (MA 9)

BM notice

Must be reasonable (depends on usual practice)

BM quorum

Minimum 2 directors unless articles state otherwise (MA 11)

BM voting

Simple majority, 1 vote per director (MA 7)

Chair casting vote

Chair may have casting vote to break deadlock (MA 13)

General meeting (GM)

Meeting of shareholders to pass resolutions

Who calls GM

Usually the board of directors

GM notice (private company)

14 clear days (s 307 CA 2006)

Clear days rule

Exclude day notice sent and day of meeting (s 360 CA 2006)

Service of notice

Deemed served 48 hours after sending (s 1147 CA 2006)

GM quorum

2 shareholders (or 1 if single member company) (s 318 CA 2006)

Notice (document)

Formal invitation to shareholders stating time, place and business

Notice approval

Directors must approve and authorise circulation

GM sandwich

BM → GM → BM → Post-meeting matters

BM1 purpose

Call GM, approve notice, authorise circulation

GM purpose

Shareholders vote on resolutions

BM2 purpose

Record outcome and authorise actions

PMMs

Filings and record updates

Short notice GM

Meeting held with less than 14 days’ notice

Short notice requirement

Majority in number + 90% voting rights (s 307(5) CA 2006)

Articles variation

Can increase threshold to 95% (not in Model Articles)

Short notice sequence

BM (adjourned) → GM → BM (reconvened) → PMMs

Written resolution (WR)

Shareholder decision without a meeting (private companies only)

WR proposer

Directors or shareholders

WR passing

When required majority of eligible members agree

Eligible member

Shareholder entitled to vote on circulation date

WR lapse

28 days (Model Articles default)

WR restriction

Cannot remove director or auditor (s 288(2) CA 2006)

WR abstention

Counts as vote against

WR sequence (option 1)

BM (adjourned) → WR → BM → PMMs

WR sequence (option 2)

BM → WR circulated → BM → PMMs

Post-meeting matters (PMMs)

Actions required after meetings

Internal PMMs

Update minutes and statutory books

Minutes requirement

Must be kept for 10 years

Companies House filing

Special resolutions must be filed

Ordinary resolutions filing

Generally not required (exceptions apply)

Articles amendment filing

Must be filed with Companies House

Record keeping

Maintain key documents at registered office

Meeting checklist

Call, notice, quorum, agenda, voting, post-meeting

Agenda requirement

Must clearly describe business (s 311 CA 2006)

Special resolution notice

Must state it is a special resolution and include wording (s 283 CA 2006)

Decision makers

Directors (management) vs shareholders (major decisions)

Decision methods

Board resolutions and shareholder resolutions

Speeding decisions

Short notice GM or written resolutions

Shareholder power

Larger shareholders can pass or block resolutions