What is a general meeting?
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documentation, etc for the calling and conduct of general meetings.
A general meeting is a meeting of a company's shareholders (unlike a board
meeting, which is a meeting of the directors). CA 1985, Chapter IV (comprising
26 sections) provides the statutory framework for the calling and conduct of
general meetings. The statutory rules are supplemented by each company's articles.
Many companies have the provisions of Table A without amendment. There are two
types of general meetings: Annual General Meetings and Extraordinary General
Meetings.
Annual General Meetings
CA 1985, sec366 (1) Every company shall in each year hold a general
meeting as its annual general meeting in addition to any other meetings in that
year, and shall specify the meeting as such in the notices calling it. (2) However,
so long as the company holds its first annual general meeting within 18 months
of its incorporation, it need not hold it in the year of its incorporation or
in the following year. (3) Not more than 15 months shall elapse between the
date of one annual general meeting and that of the next.
sec367 If default is made in holding a meeting ...the Secretary of State may,
on the application of any member of the company, call or direct the calling
of a general meeting.
However, by virtue of the Companies Act 1989
sec366A (1) A private company may elect (by elective resolution..[unanimous]
to dispense with the holding of annual general meetings. (3) In any year....any
member of the company may require the holding of an annual general meeting in
that year. (This is part of the 'elective regime' introduced in 1989 to enable
private companies to opt out of some minor statutory requirements.)
Extraordinary General Meetings
An Extraordinary General Meeting (EGM) is any meeting other than an
Annual General Meeting (AGM). Art. 37. The directors may call general meetings
and, on the requisition of members pursuant to the provisions of the Act, shall
forthwith proceed to convene an extraordinary general meeting for a date not
later than eight weeks after receipt of the requisition. If there are not within
the United Kingdom sufficient directors to call a general meeting, any director
or any member of the company may call a general meeting.
Members' requisition
CA 1985, sec368 provides that members holding one-tenth of the voting
shares or one-tenth of the voting rights may requisition a general meeting and
the directors must proceed to call it forthwith.
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