A template notice convening a general meeting of the members (shareholders) of a company incorporated in England & Wales, under the Companies Act 2006.
How to use this template - Replace every
[SQUARE-BRACKET]field before use, and check the company's articles of association for any additional requirements. - Notice period: a general meeting of a private or public company must usually be called on at least 14 clear days' notice; a public company's AGM needs at least 21 clear days (Companies Act 2006, s 307). "Clear days" excludes the day of notice and the day of the meeting. - Short notice: a meeting may be held on shorter notice if agreed by a majority in number of members holding at least 90% (private company, or such higher percentage up to 95% as the articles may require) / 95% (public company) of the nominal value of voting shares (s 307(4)–(6)). Always check the articles before relying on the 90% default. - Resolutions: an ordinary resolution passes on a simple majority (over 50%); a special resolution requires at least 75% and the notice must state it is proposed as a special resolution and set out its exact wording (s 283). - Every notice must state the time, date and place and the general nature of the business (s 311), and inform members of their right to appoint a proxy (s 325).
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[COMPANY NAME] (the "Company")
Company number: [NUMBER] | Registered office: [ADDRESS]
NOTICE OF GENERAL MEETING
NOTICE IS HEREBY GIVEN that a general meeting of the Company will be held at [PLACE] [or wholly/partly by electronic means if expressly permitted by the company's articles and arranged so that members can attend, speak and vote in accordance with the Companies Act 2006 and the articles] on [DATE] at [TIME] to consider and, if thought fit, pass the following resolutions:
Ordinary resolution(s)
- [As an ordinary resolution:] "THAT [SET OUT THE RESOLUTION, e.g. the directors be authorised to allot shares as set out below]."
Special resolution(s)
- [As a special resolution:] "THAT [SET OUT THE EXACT WORDING, e.g. the articles of association be amended as set out in the document produced to the meeting]."
By order of the Board.
_________________________ [NAME], [Director / Company Secretary] Date: [DATE]
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Notes
- Proxies. A member entitled to attend and vote may appoint one or more proxies to attend, speak and vote instead of them. A proxy need not be a member. A proxy form is enclosed and, to be valid, must be received at [ADDRESS] no later than [TIME] on [DATE].
- Entitlement to vote is determined as at [TIME/DATE].
- Copies of [any relevant documents] are available for inspection at [PLACE].
--- This template is a starting point and not legal advice. Notice periods, resolution thresholds and content requirements are set by the Companies Act 2006 and the company's articles, have a qualified solicitor or company secretary review and adapt it before use. Governing law: England & Wales.