3

Because of Covid-19 lockdown, the UK government passed emergency legislation in 2020 to allow companies to hold virtual general meetings and vote electronically.

The Annual General Meeting is required by law within a certain time frame, and the Memorandum of a particular "Company Limited By Guarantee" states that it must be held in January.

At the meeting which should have taken place in January 2021 the positions of company officers were due for election or re-election (every 3rd year), and it is those same officers who are refusing to hold the AGM, by using tactics such as

  • we aren't allowed to hold a meeting

  • we were not due for an election

  • there will be an AGM next year

  • it is expensive

  • the committee has voted to cancel it

What can members of this company do to force the officers to hold a zoom meeting? Can they take the matter out the hands of the committee and organise a lawful General Meeting that complies with the Memorandum?

1

What can members of this company do?

Make an application to the Companies Court - which sits within the High Court - to order a meeting.

On the assumption that the OP's reference to a "Company Limited By Guarantee" falls within the definitions and scope of the Companies Act 2006, Part 13, Chapter 3 of that Act will apply, especially the provisions headed Calling meetings - in particular s.306 which empowers the court to order a meeting:

(1) This section applies if for any reason it is impracticable—

  • (a) to call a meeting of a company in any manner in which meetings of that company may be called, or

  • (b) to conduct the meeting in the manner prescribed by the company's articles or this Act.

(2) The court may, either of its own motion or on the application—

  • (a) of a director of the company, or
  • (b) of a member of the company who would be entitled to vote at the meeting, order a meeting to be called, held and conducted in any manner the court thinks fit.

(3) Where such an order is made, the court may give such ancillary or consequential directions as it thinks expedient.

(4) Such directions may include a direction that one member of the company present at the meeting be deemed to constitute a quorum.

(5) A meeting called, held and conducted in accordance with an order under this section is deemed for all purposes to be a meeting of the company duly called, held and conducted.

2
  • Thank you for this information. So it has to go to the High Court! Will a magistrate do? I presume that in para (1) impracticable covers this situation where the officers will not hold any general meeting (as required by the Memorandum). I wonder how long it takes, and at what expense? The reason it has become so important to members to replace the officers ASAP is that a contract upon which the livelihood of the members depends has terminated, and a new contract must be negotiated and not forced on them with unfavourable terms, for which there is no confidence in the 'dead duck' officers. – Weather Vane Jun 10 at 5:06
  • ETA to say that applications go before the Companies Court, which is a part of the High Court. I would say that "impracticable" could well include the reasons behind "we aren't allowed to hold a meeting" but you should really get a lawyer, or at least go to Citizens Advice – Rock Ape Jun 10 at 6:04
0

There may be no legal requirement for an AGM

Only public companies or private companies which is a traded companies are required to hold AGMs. Private companies that are not traded don’t have to.

Members can call a meeting

If members holding at least 5% of the voting stock want a meeting, the directors have to arrange it.

3
  • Thank you, but for most charities and companies limited by guarantee, an AGM is a legal requirement. It is also required by this company's Articles of Association and Memorandum. I am not asking if there is a legal requirement to hold the AGM, but how to force the directors (officers) to hold the meeting, when they are intend on avoiding it by any excuse they can find. – Weather Vane Jun 9 at 22:56
  • The members have by petition of the required percentage of the membership also called for an EGM which must be held within 28 days, and this too has been avoided by the officers who simply say it will be held when rules allow. Yet the rules do allow it and the officers will not hold the virtual meeting, as allowed by the Corporate Insolvency and Governance Act 2020. – Weather Vane Jun 9 at 23:04
  • This answer has led me to another of Thomson Reuters pages where someone has asked a similar question. – Weather Vane Jun 9 at 23:13

Your Answer

By clicking “Post Your Answer”, you agree to our terms of service, privacy policy and cookie policy

Not the answer you're looking for? Browse other questions tagged or ask your own question.