Companies which are required to hold AGMs by their articles of association and/or by virtue of them being public companies must give their shareholders at least 21 days' notice of those meetings. Generally, companies may call other general meetings on 14 days' notice.
In the case of AGMs and general meetings of public companies whose shares are listed or quoted on any regulated market throughout the European Economic Area (traded companies) giving valid notice which is less than the statutory period is not permissible. However there are provisions within the Act for other types of companies to hold general meetings on shorter notice. In the case of a public company which is not a traded company, AGMs may be validly held on less than 21 days' notice if all of the shareholders entitled to attend and vote at such meetings consent. Notice of general meetings must be at least 14 days unless those holding shares comprising at least 95% of its total nominal share capital value consent to shorter notice. In the case of a private company, notice of general meetings must be at least 14 days unless those holding shares comprising at least 90% of its total nominal share capital value consent to shorter notice. Private companies no longer have to hold AGMs pursuant to the Act but, if they are required to hold them by their articles, then at least 21 days' notice must be given, unless shareholders representing at least 90% of total nominal share capital value consent to shorter notice. Whatever the type of company, it is not possible for their articles of association to provide for a notice period which is shorter than the statutory minimum.
The Act provides flexibility by allowing notice of general meetings to be validly 'given' by post, by hand, by email (or other electronic form) or through a website (provided that certain conditions are satisfied). Although the word is used regularly throughout the Act there is no statutory definition of what it means to 'give' notice. The Act does, however, provide for when shareholders have received or are deemed to have received notice of a meeting.
Whether 21, 14 or fewer days' notice is required, the same principles apply in relation to scheduling the earliest date that a shareholders' meeting can be held. All notice periods for shareholders' meetings must be notice periods of 'clear' days. This means that the notice period must exclude the day on which notice is sent as well as the day on which the meeting is to be held. If notice of a meeting is sent by post, the 'postal rule' must also be taken into account. The Act provides that all postal mail sent out by a company is only deemed to be received by its recipients 48 hours after the moment it is posted. Days, 'clear' or otherwise, usually refers to days of the week, whether working days, weekend days or bank holidays. However, the Act specifically requires that, in calculating such a 48 hour period, days that are non-business days (i.e. weekends and bank holidays) should not be counted. This means therefore that 21 clear days' notice of a general meeting will not always be the same period of notice in actual number of days and it is important to get the calculation right.
However, if the notice were instead to be posted at midday on Monday, 2 February 2015:
This information is for general information purposes only and does not constitute legal advice. It is recommended that specific professional advice is sought before acting on any of the information given. Please contact us for specific advice on your circumstances. © Shoosmiths LLP 2024.