Can a Shareholder Call for a Special Meeting?

Every company should have an Annual General Meeting (AGM) in accordance with legislation and/or in line with the company constitution (Articles of Association and Memoranda). However, shareholders can request that the directors call a general meeting at any time.

Under Section 303 of the Companies Act 2006, a shareholder must have 5% of the voting shares to call a meeting. Alternatively, the request can be made by shareholders whose aggregate membership represents 5% of the paid-up share capital.

If the request is valid, the directors must call the meeting no later than 28 days after the date of the shareholder’s notice in line with the provisions of Section 304 of the Companies Act 2006. If the directors don’t adhere to the request, Section 304 gives the shareholders the right to call a general meeting.

The shareholder request must include the following information to be valid: 

• state the nature of the business to be dealt with; and

• include the wording of a resolution proposed for the meeting;

It is also helpful to include a statement about the shareholder’s percentage of voting shares to clarify that their status complies with Section 303, as above.

In private companies, shareholders can pass written resolutions and don’t have to hold meetings unless the Articles of Association or the Companies Act specifically require it. There are some situations and circumstances where special notice is required for example where a meeting is called that proposes removing a director from office.