Notice of Meeting for Private Company Limited by Shares or Guarantee (LTD)

What is a Notice of Meeting for Private Company Limited by Shares or Guarantee (LTD)?

A notice of meeting for a private company limited by shares or guarantee is a formal document that gives advance warning to the shareholders of a company so that they can be aware of the meeting, make plans to attend the meeting and consider how they will use their voting rights on the matters to be discussed. For instance, if a company wants to have a shareholders' meeting to discuss purchasing new equipment for the business, a notice of that meeting must be sent to all shareholders before that date so that they all have time to prepare for it.

What is the difference between a notice of meeting for a private company limited by shares or guarantee and a notice for a board meeting?

A notice for a board meeting is a formal notice sent to the directors of the company about a proposed/upcoming board meeting. This can only be sent to shareholders who are also directors in the company.

On the other hand, a notice of meeting for a private company limited by shares or guarantee is used to give notice of either a general meeting or an annual general meeting. It must be issued to all shareholders, regardless of their shareholding in the company. It is also not addressed to directors, except where the director is also a shareholder in the company.

Is it mandatory to have a Notice of Meeting for Private Company Limited by Shares or Guarantee (LTD)?

Yes, it is mandatory to issue a notice of meeting before the meeting takes place. It is a legal requirement to give all shareholders prior notice of the meeting, failure to do so will render the meeting invalid.

Who can use a Notice of Meeting for Private Company Limited by Shares or Guarantee (LTD)?

A private company should only use a notice of a meeting for a private company limited by shares or guarantees. This means a public company, a limited liability partnership, or a general partnership cannot use it.

What can be the duration of a Notice of Meeting for Private Company Limited by Shares or Guarantee (LTD)?

A notice of meeting for a private company should be sent at least 14 clear days before the proposed meeting date. "Clear days" means that the counting days will not include the date of the notice and the date of the meeting. For example, if a meeting is proposed to be held on August 21, then notice must be sent at least on August 6 for it to be valid.

However, it is possible to call a meeting on short notice as long as all the shareholders agree and follow the process provided in the company's articles of association.

What has to be done once a Notice of Meeting for a Private Company Limited by Shares or Guarantee (LTD) is ready?

Once the notice is completed, it should be signed by the person within the company who is authorised to send notices for meetings. This can be a company secretary or director. The notice should then be sent using the method specified in the company's articles of association.

What must a Notice of Meeting for Private Company Limited by Shares or Guarantee (LTD) contain?

A notice of meeting for a private company limited by shares or guarantee should contain:

• The venue of the meeting;
• The time when the meeting will take place;
• The agenda for the meeting (i.e. the matters that will be voted on); and
• The date of the meeting.

Which laws apply to a Notice of Meeting for Private Company Limited by Shares or Guarantee (LTD)?

Companies Act 2006

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