Part XI Company administration and procedure
Chapter IV Meetings and Resolutions
Meetings
366 Annual general meeting.
F1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
366A Election by private company to dispense with annual general meetings.
F2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
367 Secretary of State’s power to call meeting in default.
F3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
368 Extraordinary general meeting on members’ requisition.
F4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
369 Length of notice for calling meetings.
F5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
370 General provisions as to meetings and votes.
F6. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
370AQuorum at meetings of the sole member
F7. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
371 Power of court to order meeting.
F8. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
372 Proxies.
F9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
373 Right to demand a poll.
F10. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
374 Voting on a poll.
F11. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
375 Representation of corporations at meetings.
F12. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Resolutions
376 Circulation of members’ resolutions.
F13. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
377 In certain cases, compliance with s. 376 not required.
F14. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
378 Extraordinary and special resolutions.
F15. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
379 Resolution requiring special notice.
F16. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
379AF30 Elective resolution of private company.
1
An election by a private company for the purposes of—
a
section 80A (election as to duration of authority to allot shares),
b
F34. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
c
F34. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
d
F34. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
e
F34. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
shall be made by resolution of the company in general meeting in accordance with this section.
Such a resolution is referred to in this Act as an “elective resolution”.
2
An elective resolution is not effective unless—
a
at least 21 days’ notice in writing is given of the meeting, stating that an elective resolution is to be proposed and stating the terms of the resolution, and
b
the resolution is agreed to at the meeting, in person or by proxy, by all the members entitled to attend and vote at the meeting.
F312A
An elective resolution is effective notwithstanding the fact that less than 21 days’ notice in writing of the meeting is given if all the members entitled to attend and vote at the meeting so agree.
2B
F33. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2C
F33. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2D
F33. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2E
F33. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2F
F33. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
The company may revoke an elective resolution by passing an ordinary resolution to that effect.
4
An elective resolution shall cease to have effect if the company is re-registered as a public company.
5
An elective resolution may be passed or revoked in accordance with this section, and the provisions referred to in F32subsections (1) and (2B) to (2E) have effect, notwithstanding any contrary provision in the company’s articles of association.
5A
F33. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
C1380 Registration, etc. of resolutions and agreements.
1
A copy of every resolution or agreement to which this section applies shall, within 15 days after it is passed or made, be forwarded to the registrar of companies and recorded by him; and it must be either a printed copy or else a copy in some other form approved by the registrar.
2
Where articles have been registered, a copy of F38every resolution or agreement to which Chapter 3 of Part 3 of the Companies Act 2006 applies (resolutions and agreements affecting a company's constitution) and which is for the time being in force shall be embodied in or annexed to every copy of the articles issued after the passing of the resolution or the making of the agreement.
3
Where articles have not been registered, a printed copy of every such resolution or agreement shall be forwarded to any member at his request on payment of 5 pence or such less sum as the company may direct.
4
This section applies to—
a
F39. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
b
extraordinary resolutions;
F35bb
an elective resolution or a resolution revoking such a resolution;
c
F39. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
d
F39. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
e
F39. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
f
F39. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
g
F39. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
h
F39. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
j
F39. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
k
F39. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
l
F39. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
m
F39. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F374ZA
This section does not, despite paragraphs (a) to (c) of subsection (4), apply to any resolution of a company which is—
a
registered as a company in Scotland, and
b
entered in the Scottish Charity Register,
where that resolution is of either of the types mentioned in section 56(5) of the Charities and Trustee Investment (Scotland) Act 2005 (asp 10).
F364A
For the purposes of this section, references to a member of a company do not include the company itself where it is such a member by virtue only of its holding shares as treasury shares, and accordingly, in such circumstances, the company is not, for those purposes, to be treated as a member of any class of the company’s shareholders.
5
If a company fails to comply with subsection (1), the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine.
C26
If a company fails to comply with subsection (2) or (3), the company and every officer of it who is in default is liable to a fine.
7
For purposes of subsections (5) and (6), a liquidator of a company is deemed an officer of it.
381 Resolution passed at adjourned meeting.
F17. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Written resolutions of private companies
381A Written resolutions of private companies.
F18. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
381B Duty to notify auditors of proposed written resolution
F19. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
381C Written resolutions: supplementary provisions.
F20. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Records of proceedings
382 Minutes of meetings.
F21. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
382A Recording of written resolutions.
F22. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
382BRecording of decisions by the sole member
F23. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
383 Inspection of minute books.
F24. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F28 Appointment of auditors
C4384F41 Duty to appoint auditors. C3
1
2
Auditors shall be appointed in accordance with section 385 (appointment at general meeting at which accounts are laid), F43. . . .
3
References in this Chapter to the end of the time for appointing auditors are to the end of the time within which an appointment must be made under section 385(2) F44. . .
4
F45. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
C5385F47F46 Appointment at general meeting at which accounts laid.
1
This section applies to every public company F48. . . .
2
The company shall, at each general meeting at which accounts are laid, appoint an auditor or auditors to hold office from the conclusion of that meeting until the conclusion of the next general meeting at which accounts are laid.
3
The first auditors of the company may be appointed by the directors at any time before the first general meeting of the company at which accounts are laid; and auditors so appointed shall hold office until the conclusion of that meeting.
4
If the directors fail to exercise their powers under subsection (3), the powers may be exercised by the company in general meeting.
385A Appointment by private company which is not obliged to lay accounts.
F25. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
386 Election by private company to dispense with annual appointment.
F26. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
C6387F50F49 Appointment by Secretary of State in default of appointment by company.
1
F51If in the case of a public company no auditors are appointed, re-appointed or deemed to be re-appointed before the end of the time for appointing auditors, the Secretary of State may appoint a person to fill the vacancy.
2
In such a case the company shall within one week of the end of the time for appointing auditors give notice to the Secretary of State of his power having become exercisable.
If a company fails to give the notice required by this subsection, the company and every officer of it who is in default is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine.
C7388F53F52 Filling of casual vacancies.
1
The directors F54of a public company , or the company in general meeting, may fill a casual vacancy in the office of auditor.
2
While such a vacancy continues, any surviving or continuing auditor or auditors may continue to act.
3
Special notice is required for a resolution at a general meeting of F55a public company—
a
filling a casual vacancy in the office of auditor, or
b
re-appointing as auditor a retiring auditor who was appointed by the directors to fill a casual vacancy.
4
On receipt of notice of such an intended resolution the company shall forthwith send a copy of it—
a
to the person proposed to be appointed, and
b
if the casual vacancy was caused by the resignation of an auditor, to the auditor who resigned.
C8388AF58F56 Certain companies exempt from obligation to appoint auditors
1
2
The following provisions apply if F60a public company which has been exempt from those provisions ceases to be so exempt.
3
Where section 385 applies (appointment at general meeting at which accounts are laid), the directors may appoint auditors at any time before the next meeting of the company at which accounts are to be laid; and auditors so appointed shall hold office until the conclusion of that meeting.
4
F61. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
If the directors fail to exercise their powers under subsection (3) F62. . . , the powers may be exercised by the company in general meeting.
F27389. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rights of auditors
F63C9C10389A Rights to information.
1
An auditor of a company—
a
has a right of access at all times to the company’s books, accounts and vouchers (in whatever form they are held), and
b
may require any of the persons mentioned in subsection (2) to provide him with such information or explanations as he thinks necessary for the performance of his duties as auditor.
2
Those persons are—
a
any officer or employee of the company;
b
any person holding or accountable for any of the company’s books, accounts or vouchers;
c
any subsidiary undertaking of the company which is a body corporate incorporated in Great Britain;
d
any officer, employee or auditor of any such subsidiary undertaking or any person holding or accountable for any books, accounts or vouchers of any such subsidiary undertaking;
e
any person who fell within any of paragraphs (a) to (d) at a time to which the information or explanations required by the auditor relates or relate.
3
Where a parent company has a subsidiary undertaking which is not a body corporate incorporated in Great Britain, the auditor of the parent company may require it to obtain from any of the persons mentioned in subsection (4) such information or explanations as he may reasonably require for the purposes of his duties as auditor.
4
Those persons are—
a
the undertaking;
b
any officer, employee or auditor of the undertaking;
c
any person holding or accountable for any of the undertaking’s books, accounts or vouchers;
d
any person who fell within paragraph (b) or (c) at a time to which the information or explanations relates or relate.
5
If so required, the parent company must take all such steps as are reasonably open to it to obtain the information or explanations from the person within subsection (4) from whom the auditor has required the company to obtain the information or explanations.
6
A statement made by a person in response to a requirement under subsection (1)(b) or (3) may not be used in evidence against him in any criminal proceedings except proceedings for an offence under section 389B.
7
Nothing in this section or section 389B compels any person to disclose information in respect of which in an action in the High Court a claim to legal professional privilege, or in an action in the Court of Session a claim to confidentiality of communications, could be maintained.
C13389BOffences relating to the provision of information to auditors
1
If a person knowingly or recklessly makes to an auditor of a company a statement (oral or written) that—
a
conveys or purports to convey any information or explanations which the auditor requires, or is entitled to require, under section 389A(1)(b), and
b
is misleading, false or deceptive in a material particular,
the person is guilty of an offence and liable to imprisonment or a fine, or both.
2
A person who fails to comply with a requirement under section 389A(1)(b) without delay is guilty of an offence and is liable to a fine.
3
However, it is a defence for a person charged with an offence under subsection (2) to prove that it was not reasonably practicable for him to provide the required information or explanations.
4
If a company fails to comply with section 389A(5), the company and every officer of it who is in default is guilty of an offence and liable to a fine.
5
Nothing in this section affects any right of an auditor to apply for an injunction to enforce any of his rights under section 389A.
C12390F64 Right to attend company meetings, &c. C11
1
A company’s auditors are entitled—
a
to receive all notices of, and other communications relating to, any general meeting which a member of the company is entitled to receive;
b
to attend any general meeting of the company; and
c
to be heard at any general meeting which they attend on any part of the business of the meeting which concerns them as auditors.
1A
F66. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
In relation to a written resolution proposed to be agreed to by a private company F67. . . , the company’s auditors are entitled—
a
to receive all such communications relating to the resolution as, by virtue of any provision of F68Chapter 2 of Part 13 of the Companies Act 2006 , are required to be supplied to a member of the company,
F65b
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
c
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
d
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
The right to attend or be heard at a meeting is exercisable in the case of a body corporate or partnership by an individual authorised by it in writing to act as its representative at the meeting.
Remuneration of auditors
C14390A Remuneration of auditors.
1
The remuneration of auditors appointed by the company in general meeting shall be fixed by the company in general meeting or in such manner as the company in general meeting may determine.
2
The remuneration of auditors appointed by the directors or the Secretary of State shall be fixed by the directors or the Secretary of State, as the case may be.
3
F69. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
For the purposes of this section “remuneration” includes sums paid in respect of expenses.
5
This section applies in relation to benefits in kind as to F70payments of money.
C15C16390BF71 Disclosure of services provided by auditors or associates and related remuneration
1
The Secretary of State may make provision by regulations for securing the disclosure of—
a
the nature of any services provided for a company by the company’s auditors (whether in their capacity as such or otherwise) or by their associates;
b
the amount of any remuneration received or receivable by a company’s auditors, or their associates, in respect of any services within paragraph (a).
2
The regulations may provide—
a
for disclosure of the nature of any services provided to be made by reference to any class or description of services specified in the regulations (or any combination of services, however described);
b
for the disclosure of amounts of remuneration received or receivable in respect of services of any class or description specified in the regulations (or any combination of services, however described);
c
for the disclosure of separate amounts so received or receivable by the company’s auditors or any of their associates, or of aggregate amounts so received or receivable by all or any of those persons.
3
The regulations may—
a
provide that “remuneration” includes sums paid in respect of expenses;
b
apply to benefits in kind as well as to payments of money, and require the disclosure of the nature of any such benefits and their estimated money value;
c
apply to services provided for associates of a company as well as to those provided for a company;
d
define “associate” in relation to an auditor and a company respectively.
4
The regulations may provide that any disclosure required by the regulations is to be made—
a
in a note to the company’s annual accounts (in the case of its individual accounts) or in such manner as is specified in the regulations (in the case of group accounts),
b
in the directors' report required by section 234, or
c
in the auditors' report under section 235.
5
If the regulations provide that any such disclosure is to be made as mentioned in subsection (4)(a) or (b), the regulations may—
a
require the auditors to supply the directors of the company with any information necessary to enable the disclosure to be made;
b
provide for any provision within subsection (6) to apply in relation to a failure to make the disclosure as it applies in relation to a failure to comply with a requirement of this Act or (as the case may be) a provision of Part 7.
6
The provisions are—
a
sections 233(5) and 234(5); and
b
any provision of sections 245 to 245C.
7
The regulations may make different provision for different cases.
8
Nothing in subsections (2) to (7) affects the generality of subsection (1).
9
Regulations under this section shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.
Removal, resignation, &c. of auditors
C18391 Removal of auditors. C17
1
A company may by ordinary resolution at any time remove an auditor from office, notwithstanding anything in any agreement between it and him.
2
Where a resolution removing an auditor is passed at a general meeting of a company, the company shall within 14 days give notice of that fact in the prescribed form to the registrar.
If a company fails to give the notice required by this subsection, the company and every officer of it who is in default is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine.
3
Nothing in this section shall be taken as depriving a person removed under it of compensation or damages payable to him in respect of the termination of his appointment as auditor or of any appointment terminating with that as auditor.
4
An auditor of a company who has been removed has, notwithstanding his removal, the rights conferred by section 390 in relation to any general meeting of the company—
a
at which his term of office would otherwise have expired, or
b
at which it is proposed to fill the vacancy caused by his removal.
In such a case the references in that section to matters concerning the auditors as auditors shall be construed as references to matters concerning him as a former auditor.
C20391AF72 Rights of auditors who are removed or not re-appointed. C19
1
Special notice is required for a resolution at a general meeting of a company—
a
removing an auditor before the expiration of his term of office, or
b
appointing as auditor a person other than a retiring auditor.
2
On receipt of notice of such an intended resolution the company shall forthwith send a copy of it to the person proposed to be removed or, as the case may be, to the person proposed to be appointed and to the retiring auditor.
3
The auditor proposed to be removed or (as the case may be) the retiring auditor may make with respect to the intended resolution representations in writing to the company (not exceeding a reasonable length) and request their notification to members of the company.
4
The company shall (unless the representations are received by it too late for it to do so)—
a
in any notice of the resolution given to members of the company, state the fact of the representations having been made, and
b
send a copy of the representations to every member of the company to whom notice of the meeting is or has been sent.
5
If a copy of any such representations is not sent out as required because received too late or because of the company’s default, the auditor may (without prejudice to his right to be heard orally) require that the representations be read out at the meeting.
6
Copies of the representations need not be sent out and the representations need not be read at the meeting if, on the application either of the company or of any other person claiming to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter; and the court may order the company’s costs on the application to be paid in whole or in part by the auditor, notwithstanding that he is not a party to the application.
C22392F73 Resignation of auditors. C21
1
An auditor of a company may resign his office by depositing a notice in writing to that effect at the company’s registered office.
The notice is not effective unless it is accompanied by the statement required by section 394.
2
An effective notice of resignation operates to bring the auditor’s term of office to an end as of the date on which the notice is deposited or on such later date as may be specified in it.
3
The company shall within 14 days of the deposit of a notice of resignation send a copy of the notice to the registrar of companies.
If default is made in complying with this subsection, the company and every officer of it who is in default is guilty of an offence and liable to a fine and, for continued contravention, a daily default fine.
C24392AF74 Rights of resigning auditors. C23
1
This section applies where an auditor’s notice of resignation is accompanied by a statement of circumstances which he considers should be brought to the attention of members or creditors of the company.
2
He may deposit with the notice a signed requisition calling on the directors of the company forthwith duly to convene an extraordinary general meeting of the company for the purpose of receiving and considering such explanation of the circumstances connected with his resignation as he may wish to place before the meeting.
3
He may request the company to circulate to its members—
a
before the meeting convened on his requisition, or
b
before any general meeting at which his term of office would otherwise have expired or at which it is proposed to fill the vacancy caused by his resignation,
a statement in writing (not exceeding a reasonable length) of the circumstances connected with his resignation.
4
The company shall (unless the statement is received too late for it to comply)—
a
in any notice of the meeting given to members of the company, state the fact of the statement having been made, and
b
send a copy of the statement to every member of the company to whom notice of the meeting is or has been sent.
5
If the directors do not within 21 days from the date of the deposit of a requisition under this section proceed duly to convene a meeting for a day not more than 28 days after the date on which the notice convening the meeting is given, every director who failed to take all reasonable steps to secure that a meeting was convened as mentioned above is guilty of an offence and liable to a fine.
6
If a copy of the statement mentioned above is not sent out as required because received too late or because of the company’s default, the auditor may (without prejudice to his right to be heard orally) require that the statement be read out at the meeting.
7
Copies of a statement need not be sent out and the statement need not be read out at the meeting if, on the application either of the company or of any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter; and the court may order the company’s costs on such an application to be paid in whole or in part by the auditor, notwithstanding that he is not a party to the application.
8
An auditor who has resigned has, notwithstanding his resignation, the rights conferred by section 390 in relation to any such general meeting of the company as is mentioned in subsection (3)(a) or (b).
In such a case the references in that section to matters concerning the auditors as auditors shall be construed as references to matters concerning him as a former auditor.
393 Termination of appointment of auditors not appointed annually.
F29. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
C25394F75 Statement by person ceasing to hold office as auditor.
1
Where an auditor ceases for any reason to hold office, he shall deposit at the company’s registered office a statement of any circumstances connected with his ceasing to hold office which he considers should be brought to the attention of the members or creditors of the company or, if he considers that there are no such circumstances, a statement that there are none.
2
In the case of resignation, the statement shall be deposited along with the notice of resignation; in the case of failure to seek re-appointment, the statement shall be deposited not less than 14 days before the end of the time allowed for next appointing auditors; in any other case, the statement shall be deposited not later than the end of the period of 14 days beginning with the date on which he ceases to hold office.
3
If the statement is of circumstances which the auditor considers should be brought to the attention of the members or creditors of the company, the company shall within 14 days of the deposit of the statement either—
a
send a copy of it to every person who under section 238 is entitled to be sent copies of the accounts, or
b
apply to the court.
4
The company shall if it applies to the court notify the auditor of the application.
5
Unless the auditor receives notice of such an application before the end of the period of 21 days beginning with the day on which he deposited the statement, he shall within a further seven days send a copy of the statement to the registrar.
6
If the court is satisfied that the auditor is using the statement to secure needless publicity for defamatory matter—
a
it shall direct that copies of the statement need not be sent out, and
b
it may further order the company’s costs on the application to be paid in whole or in part by the auditor, notwithstanding that he is not a party to the application;
and the company shall within 14 days of the court’s decision send to the persons mentioned in subsection (3)(a) a statement setting out the effect of the order.
7
If the court is not so satisfied, the company shall within 14 days of the court’s decision—
a
send copies of the statement to the persons mentioned in subsection (3)(a), and
b
notify the auditor of the court’s decision;
and the auditor shall within seven days of receiving such notice send a copy of the statement to the registrar.
C26394AF76 Offences of failing to comply with s. 394.
1
If a person ceasing to hold office as auditor fails to comply with section 394 he is guilty of an offence and liable to a fine.
2
In proceedings for an offence under subsection (1) it is a defence for the person charged to show that he took all reasonable steps and exercised all due diligence to avoid the commission of the offence.
3
Sections 733 (liability of individuals for corporate default) and 734 (criminal proceedings against unincorporated bodies) apply to an offence under subsection (1).
4
If a company makes default in complying with section 394, the company and every officer of it who is in default is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine.
New ss. 384–388A inserted (subject to the savings and transitional provisions in S.I. 1990/355, arts. 4, 10, Sch. 4) by Companies Act 1989 (c. 40, SIF 27), ss. 118, 119(1), 213(2), (as part of the text inserted to replace Chapter V as mentioned in s. 118 of the 1989 Act)