Must a company hold general meetings?
Until the Companies Act 1989 came into force, all companies had to hold at
least an Annual General meeting each year. It is now possible for private companies
to 'elect' not to hold AGMs. Incorporation Services Limited
provides an expert service for all your company formation and company law requirements,
including all company secretarial matters such as the calling and conduct of
general meetings.
The details are as follows:
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:
CA 1985, 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).
Table A, art. 36. All general meetings other than annual general meetings shall be called extraordinary general meetings.
The directors can call an EGM whenever they require one (Table A, art. 37). 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.
An EGM is usually called for a particular purpose, such as passing a resolution to change the company's name, amend its articles, authorise an allotment of shares, etc. In many cases, particularly in a smaller company, a written resolution signed by all the members is a more convenient method of passing such a resolution.
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