General meetings—notice requirements for private and unlisted public companies
General meetings—notice requirements for private and unlisted public companies

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • General meetings—notice requirements for private and unlisted public companies
  • Who is entitled to receive notice of general meeting?
  • Form of notice
  • Content of the notice
  • Explanatory notes to the notice
  • Length of notice

A general meeting must satisfy certain requirements set out in the Companies Act 2006 (CA 2006) and the company's articles of association. These requirements include sending a notice of the meeting (which complies with the statutory content requirements) in the correct form to everyone who is entitled to receive it, and ensuring that sufficient notice of the meeting is given.

Who is entitled to receive notice of general meeting?

Notice of general meeting should be sent to all persons entitled to receive it. Failure to give notice to those entitled to receive it may invalidate the meeting. Accordingly, identifying the persons entitled to receive notice is an important undertaking. The task will invariably be easier where the company is a small private company with only one class of shares, compared to where the company is a large listed public company with several classes of shares and a global shareholder base.

Persons entitled to receive notice

The members, directors and auditors of a company are entitled to receive notice of general meeting. A company's articles may include provisions relating to entitlement to notice, so these should be checked before any notice is sent out.

Subject to the company's articles, all the members of a company, ie the persons whose names are recorded in the company's register of members, are entitled to receive notice.