MEETINGS AND RESOLUTIONS

What is a general meeting in a limited company?

Any formal meeting of limited company shareholders is called a general meeting. The conduct of these
meetings is governed by the Companies Act, the articles of association, and any shareholders’ agreement a
company puts in place. General meetings are usually called by directors to allow shareholders to discuss the
following types of matters:

 Appointment and removal of a director.

 Changing directors’ powers.
 Altering the articles of association.
 Altering the shareholders’ agreement.
 Company finances.
 Changing the name of the company.
 Changing the structure of the company.
 Altering the objectives of the business.
 Issuing more company shares.
 Approving share transfers.
 Creating new share classes.
 Dissolving the company.
 Legal claims and proceedings.
Providing Notice of a General Meeting

 If a general meeting is called, a notice period of at least 14

days is required. This notice must be provided to every
shareholder and it should contain the following
information:
 Date, time and location of the meeting.
 Type of general meeting.
 Nature of the meeting.
 Statement declaring that every shareholder has the right
to appoint a proxy.
 Date the notice is issued.
 Name of the person calling the meeting.
 Any formal decisions made by shareholders at a
general meeting require ‘passing a resolution’.
These decisions are legally binding. Copies of
resolutions must be filed with Companies
House. The company should also keep copies at
its registered office or SAIL address.
 Minutes must be taken at all general meetings
to officially record the proceedings, the names
of all those present and any decisions taken.
What is a limited company board meeting?

 A board meeting is an official meeting of

limited company directors. These individuals
are appointed to manage a limited company
on behalf of its shareholders or guarantors.
Board meetings are held when directors need
to collectively make decisions, present
proposals, raise concerns, review the financial
position of the business and discuss
strategies.
First board meeting of directors

 First board meeting of directors

 The purpose of this meeting is to provide an opportunity for directors to discuss the formalities of the new
business, such as:
 Consult the articles of association.
 Determine the rights, duties and responsibilities of each director.
 Confirm the objectives, vision and values of the company.
 Allot shares.
 Issue share certificates.
 Appoint a strong leader as the chairperson of the board.
 Appoint a company secretary.
 Delegate duties and responsibilities to the company secretary.
 Confirming the company’s accounting reference date.
 Confirming statutory filing deadlines for annual accounts, annual returns and tax returns.
 Setting up a business bank account.
 Record-keeping and accounting requirements.
 Appointing an accountant and auditor.
 Discuss the hiring of staff.
 Directors are legally required to document the proceedings of board meetings by taking minutes (even if
there is just one director).
Taking minutes of meetings

 It is extremely beneficial to keep an accurate record of everything that occurs in board

meetings and general meetings in case any disagreements should arise at a later date.
Minutes serve as evidence of the proceedings and they should contain details such as:
 Company name and registered office address.
 Time, date and location of meeting.
 Names of all persons in attendance.
 Apologies for absences.
 Proposals put forth for consideration.
 Proposed resolutions.
 Decisions that were taken – resolutions that were passed.
 Names of those who supported or opposed any proposed resolutions.
 Queries or objections that were raised.
 Any other matters raised or discussed during the course of the meeting.
 Signature of director or company secretary.
 Limited companies must maintain copies of all minutes at their registered office or SAIL
address for a minimum period of two years.
What are resolutions?

 A resolution is a legally binding decision made

by limited company directors or shareholders.
If a majority vote is achieved in favour of the
decision, a resolution is ‘passed’. Shareholders
can pass ordinary resolutions or special
resolutions at general meetings, or they can
pass written resolutions. All types of collective
decisions of directors are simply referred to as
‘resolutions’. These decisions can be made at
board meetings or in writing.
Types of resolutions

 There are 3 types of resolutions available to limited

company shareholders:
 Ordinary resolutions– Passed by a simple majority of
shareholders’ votes. Used for all matters, unless the
Companies Act, the articles of association, and/or a
shareholders’ agreement stipulates the need for a special
resolution. The majority of ordinary resolutions must be
filed with Companies House.
 Special resolutions– Passed by a 75% majority of
shareholders’ votes at a general meeting. Used for
extraordinary matters that cannot be passed by an
ordinary resolution.
What decisions require an ordinary resolution?

An ordinary resolution is passed if a simple majority (above 50%) of the

votes cast are in favour of the resolution. This type of resolution can be
used by shareholders and directors for all day-to-day matters, such as:
 Appointing and removing directors.
 Appointing and removing secretaries.
 Matters pertaining to directors’ employment contracts.
 Amending directors’ powers.
 Approving dividend payments.
 Authorising directors’ loans.
 Authorising the transfer of shares.
 The types of decisions that company directors can make will depend on
the powers they are granted by the shareholders. Their rights and powers
will be outlined in the articles of association and shareholders’ agreement.
What is a special resolution?

In the context of limited companies, a special resolution is a motion or proposal

that requires approval of at least 75% of shareholder votes. This kind of resolution
is reserved for important and rare decisions, such as
 Changing a company name.
 Reducing share capital.
 Allotting more shares.
 Issuing different share classes.
 Altering the articles of association.
 Removing pre-emption rights.
 Re-registering a company.
 Changing a private company to a public company, or vice versa.
 Winding up a company by members’ voluntary liquidation.
 The Companies Act 2006 specifies the types of decisions requiring a special
resolution. Where no type of resolution is specified, shareholders may pass an
ordinary resolution with a simple majority of 50.01% of the votes.