Company Meetings
Shareholders/members (used interchangeably)
A company is managed by directors drectors are agents of the company and do
not have personal liability for the debts of the company
A company is owned by shareholders may also be directors in smaller companies
The liability of shareholders for a company's debts is limited to any amount unpaid
on the shares they hold in the company.
Company's shareholders:
o subscribers s.112 IN01 subscribers to first shares memorandum -
we will take at least 1 share in the company initial shareholders
o those who buy shares from the company allotted shares to build capital
o those who receive a transfer of shares in the company from an
existing shareholder: for payment, as a gift, inheritance
S.113 Register of Members
o statutory books that must be kept at registered office or elsewhere
details of members and shareholdings
amount paid on the shares
date of entry in the register
date of cessation of membership
if kept elsewhere the Registrar of companies must be notified – s.114
s.114 must be available for inspection
Shareholders own the company and have rights set out in articles.
Shareholders are sometimes involved in decision-making required by statute or
articles
Directors can/manage business of the company in accordance with the powers set
out in articles/CA
Directors seek shareholder approval where necessary
Member as a person exercising significant control (PSCs)
PSC register (statutory) must show amongst other things:
o A person who holds directly or indirectly, more than 25% of the shares in a
company
o A person who holds, directly or indirectly, more than 25% of the voting rights
in a company
o A person who holds directly or indirectly, to appoint or remove a majority of
the board of directors of a company
o A person who has the right to exercise significant influence of control over
the company.
Shareholder Power
Appointing a director via articles
S.168 Ordinary resolution (OR) removal of a director.
, S.197(1) OR approval of a loan to a director
S.190 OR Substantial property transaction
S.21(1) Special resolution (SR) change the articles of association
S.77 SR/according to articles change of company name
OR = vote of members 51%
SR = 75% of members must approve
Governed by CA and articles.
OR/SR is used at a general meeting or in writing.
Control of shareholders or a group of shareholders depends on their shareholding
o majority control or negative control
o e.g. 26% = negative control, over 51% = majority.
Shareholders meetings
General meeting, shareholder meeting, annual general meeting
o public companies must have AGMs, private don't but may choose to
Under Table A the GM is known as Extraordinary General Meeting
General Meetings
Who can call one:
o s.302 directors
o s.303 members shareholders holding at least 5% of the paid up share
capital of the company as carries the right to vote at GM may requisition
directors, who have 21 days to call a meeting if they fail to do so the
shareholders can call it s.305
o s.306 court e.g. directors refused, members have all died.
o Table A Art 37 directors can call and, on the requisition of members, shall
call within 8 weeks
Notice:
o S.307 min 14 days for all GMs
o TA Art 38 min 14 days for OR
min 21 days SR
min 21 days AGM
min 21 days for resolution appointing a director
Short notice
o s.307 must be agreed to by 90% of members having the right to
attend and vote on the matter in question
o TA Art 38 must be agreed to by 95% of members having right to attend
and vote on matter in question
consent of all members entitled to attend and vote at an AGM
required for short notice
Content of notice 3
o s.311 time, date, place, general nature of business to be transacted
o s.325 option to appoint proxy
o s.283 text of any special resolution proposed.
o s.308 notice can be given as a hard copy, electronically, on a website or
a combination
Shareholders/members (used interchangeably)
A company is managed by directors drectors are agents of the company and do
not have personal liability for the debts of the company
A company is owned by shareholders may also be directors in smaller companies
The liability of shareholders for a company's debts is limited to any amount unpaid
on the shares they hold in the company.
Company's shareholders:
o subscribers s.112 IN01 subscribers to first shares memorandum -
we will take at least 1 share in the company initial shareholders
o those who buy shares from the company allotted shares to build capital
o those who receive a transfer of shares in the company from an
existing shareholder: for payment, as a gift, inheritance
S.113 Register of Members
o statutory books that must be kept at registered office or elsewhere
details of members and shareholdings
amount paid on the shares
date of entry in the register
date of cessation of membership
if kept elsewhere the Registrar of companies must be notified – s.114
s.114 must be available for inspection
Shareholders own the company and have rights set out in articles.
Shareholders are sometimes involved in decision-making required by statute or
articles
Directors can/manage business of the company in accordance with the powers set
out in articles/CA
Directors seek shareholder approval where necessary
Member as a person exercising significant control (PSCs)
PSC register (statutory) must show amongst other things:
o A person who holds directly or indirectly, more than 25% of the shares in a
company
o A person who holds, directly or indirectly, more than 25% of the voting rights
in a company
o A person who holds directly or indirectly, to appoint or remove a majority of
the board of directors of a company
o A person who has the right to exercise significant influence of control over
the company.
Shareholder Power
Appointing a director via articles
S.168 Ordinary resolution (OR) removal of a director.
, S.197(1) OR approval of a loan to a director
S.190 OR Substantial property transaction
S.21(1) Special resolution (SR) change the articles of association
S.77 SR/according to articles change of company name
OR = vote of members 51%
SR = 75% of members must approve
Governed by CA and articles.
OR/SR is used at a general meeting or in writing.
Control of shareholders or a group of shareholders depends on their shareholding
o majority control or negative control
o e.g. 26% = negative control, over 51% = majority.
Shareholders meetings
General meeting, shareholder meeting, annual general meeting
o public companies must have AGMs, private don't but may choose to
Under Table A the GM is known as Extraordinary General Meeting
General Meetings
Who can call one:
o s.302 directors
o s.303 members shareholders holding at least 5% of the paid up share
capital of the company as carries the right to vote at GM may requisition
directors, who have 21 days to call a meeting if they fail to do so the
shareholders can call it s.305
o s.306 court e.g. directors refused, members have all died.
o Table A Art 37 directors can call and, on the requisition of members, shall
call within 8 weeks
Notice:
o S.307 min 14 days for all GMs
o TA Art 38 min 14 days for OR
min 21 days SR
min 21 days AGM
min 21 days for resolution appointing a director
Short notice
o s.307 must be agreed to by 90% of members having the right to
attend and vote on the matter in question
o TA Art 38 must be agreed to by 95% of members having right to attend
and vote on matter in question
consent of all members entitled to attend and vote at an AGM
required for short notice
Content of notice 3
o s.311 time, date, place, general nature of business to be transacted
o s.325 option to appoint proxy
o s.283 text of any special resolution proposed.
o s.308 notice can be given as a hard copy, electronically, on a website or
a combination
