General meetings

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Precedents
Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...
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19th May
Practice notes
Disclosure Guidance and Transparency Rules requirements—the annual financial reportThis Practice Note discusses the requirements of the Disclosure...
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Produced in partnership with Tessa Park of Moore Kingston Smith 19th May
Practice notes
Payments for a director’s loss of officeThe Companies Act 2006 (CA 2006) contains provisions relating to payments made by a company to a director as...
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19th May
Practice notes
Shareholder resolutionsThe agreement of the members of a company is required to make certain changes to a company, such as amending its constitution,...
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19th May
Practice notes
Directors’ decision-making—written resolutions and decisions by sole directorsThis Practice Note outlines the written resolution method directors may...
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19th May
Q&As
Can the board of a co-operative and community benefit society (a registered society) delegate powers to any third party, and can the registered...
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19th May
Practice notes
Redemption of shares—procedureThis Practice Note describes the procedure for a limited company to carry out redemption of its redeemable...
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19th May
Practice notes
The Duomatic principleThe principle definedCompany decisions are made by way of resolutions of the shareholders. There are three ways in which a...
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Produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB) 19th May
Practice notes
Alternate directorsThis Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and...
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19th May
Practice notes
Directors’ responsibilities statements—company accountsA company's annual report and accounts will often include an appropriate description of...
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19th May
Practice notes
The unquoted companies regimeThe rules governing annual accounts and reports of unquoted companies are set out in:•Part 15 of the Companies Act 2006...
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19th May
Practice notes
Financial assistance—a quick guideThe Companies Act 2006 (CA 2006) prohibits: •a public company (or its subsidiary) from giving financial assistance...
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19th May
Practice notes
Quasi-loans to directors, connected persons and related arrangements—requirement to obtain members’ approvalThe Companies Act 2006 (CA 2006) contains...
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19th May
Practice notes
Drafting and negotiating ancillary documents in a share purchase transactionThis Practice Note is part of the Share purchase transaction toolkit.In...
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19th May
Precedents
The Directors[insert company name][insert company address][insert date]Dear Directors,[insert company name] Limited (the Company)[I, OR We,][insert...
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19th May
Practice notes
Matters reserved for the boardThe UK Corporate Governance Code (UKCG Code) of the Financial Reporting Council (FRC) sets out standards of good...
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19th May

Most recent General meetings content

Q&As
Can the shareholders seek to vote on a matter during the course of a general meeting if only the general nature of the matter has been described in...
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3rd Aug
Practice notes
Holding a general meeting of a listed public companyCoronavirus (COVID-19): This Practice Notice contains guidance that may be affected by the...
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1st Aug
Practice notes
General meetings—notice requirements for listed public companiesThis Practice Note summarises the law relating to the steps involved in preparing,...
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1st Aug
Practice notes
Holding entirely virtual or hybrid general meetings and AGMsThis Practice Note considers the law and institutional investor guidance relating to the...
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1st Aug
Q&As
Who can speak and ask questions at a general meeting?Unless the articles expressly state otherwise, every member entitled to attend and vote at a...
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1st Aug
Q&As
How should a company prepare for a general meeting?Ahead of a general meeting (GM) the company secretary should:•confirm the date of the meeting with...
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1st Aug
Q&As
How might a shareholder resolution be amended?To understand whether amendments can be made to shareholder resolutions, it is necessary to distinguish...
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1st Aug
Q&As
What is meant by ordinary or special business in the context of a company meeting?The reference in traditional articles of association to ‘special...
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1st Aug
Q&As
Can the articles of association have a bespoke quorum provision for an adjourned general meeting?A general meeting (including an AGM) must satisfy the...
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1st Aug
Q&As
Can shareholders pass an ordinary resolution without recourse to the company directors or even providing them with prior notice of the meeting?For the...
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1st Aug
Q&As
If a written resolution is requested by a member or members, within what timeframe must the resolution be circulated by the company?As noted in...
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1st Aug
Q&As
Is it possible for a new proxy to be appointed for an adjourned meeting when the original proxy terminated due to the appointing shareholder attending...
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1st Aug
Q&As
Can a shareholder resolution be validly passed if the notice of the meeting or other informational circular contains incorrect information?This Q&A...
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1st Aug
Q&As
What is the meaning of ‘clear days’?The term ‘clear days’ relates to the calculation of notice periods connected with company meetings and resolutions...
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1st Aug
Q&As
Can a corporate shareholder appoint a proxy for a general meeting? If yes, what procedure would need to be followed?As a corporation has no physical...
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31st Jul
Q&As
Can you appoint a proxy for multiple meetings using a single proxy form?A shareholder’s right to appoint a proxy is governed by sections 324 to 331 of...
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31st Jul
Q&As
How long should company records be kept?‘Company records’ are defined in the Section 1134 of the Companies Act 2006 (CA 2006), as any register, index,...
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31st Jul
Q&As
Is there a risk of a claim for defamation being made against a company as a result of statements made at a company meeting? What defences are...
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Produced in partnership with Joshua Marshall of Fieldfisher 31st Jul
Practice notes
Getting the Deal Through: Shareholder Activism & Engagement 2021Jurisdictions coveredThe following jurisdictions are covered in this report:China;...
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31st Jul
Q&As
When is deemed delivery of a general notice to a shareholder by post for an address that is not in the UK?Where a company notice of a meeting is sent...
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31st Jul

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