Extraordinary General Meetings

Any meeting of a company which is not an AGM is known as an extraordinary general meeting (EGM). Directors may generally call an EGM where they see fit, for example where they wish to obtain the prior approval of members before taking a certain course of action. In addition, the directors are obliged to convene an EGM in certain circumstances, for example, where the company's net assets have fallen to 50% or less of its called-up share capital.

A member or several members of a company, who together hold not less than 10% of the paid up share capital with voting rights in the company or in the case of a company not having a share capital, representing not less than 10% of the voting rights of the company, can requisition the directors of the company to call an EGM. To do so, they deposit a signed requisition at the company's registered office, stating the purpose of the EGM. Once this is done, the directors must convene an EGM within 21 days of the date of requisition, and the meeting must be held within two months.

If the directors do not do so, the requisitions or any of them representing over half the voting rights of the requisitions may themselves convene a meeting which must be held within three months of the date of deposit of the requisition.

Where it is impractical to call a general meeting or to conduct the meeting in accordance with the articles of association or the constitution or the Companies Act, any member entitled to vote at the meeting may apply to the High Court, and the Court may order that such a meeting be held in such a manner as it thinks fit. The Court can, for instance, declare that a meeting can take place with only one member of the company present.

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