(1)A provision of a company’s articles is void in so far as it provides for the calling of a meeting of the company (other than an adjourned meeting) by a shorter notice than—
(a)in the case of the annual general meeting, 21 days’ notice in writing; and
(b)in the case of a meeting other than an annual general meeting or a meeting for the passing of a special resolution—
(i)7 days’ notice in writing in the case of an unlimited company, and
(ii)otherwise, 14 days’ notice in writing.
(2)Save in so far as the articles of a company make other provision in that behalf (not being a provision avoided by subsection (1)), a meeting of the company (other than an adjourned meeting) may be called—
(a)in the case of the annual general meeting, by 21 days’ notice in writing; and
(b)in the case of a meeting other than an annual general meeting or a meeting for the passing of a special resolution—
(i)by 7 days’ notice in writing in the case of an unlimited company, and
(ii)otherwise, 14 days’ notice in writing.
(3)Notwithstanding that a meeting is called by shorter notice than that specified in subsection (2) or in the company’s articles (as the case may be), it is deemed to have been duly called if it is so agreed—
(a)in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote at it; and
(b)otherwise, by the requisite majority.
(4)The requisite majority for this purpose is a majority in number of the members having a right to attend and vote at the meeting, being a majority—
(a)together holding not less than 95 per cent. in nominal value of the shares given a right to attend and vote at the meeting; or
(b)in the case of a company not having a share capital, together representing not less than 95 per cent. of the total voting rights at that meeting of all the members.
[F1A private company may elect (by elective resolution in accordance with section 379A) that the above provisions shall have effect in relation to the company as if for the references to 95 per cent. there were substituted references to such lesser percentage, but not less than 90 per cent. as may be specified in the resolution or subsequently determined by the company in general meeting.]
Textual Amendments
F1Paragraph inserted (subject to the transitional and saving provisions in S.I. 1990/355, arts. 4, 10, Sch. 4) by Companies Act 1989 (c. 40, SIF 27), ss. 115(3), 213(2)