Special notice Definition

GLOSSARY

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What does Special notice mean?

In the context of notice given for the general meetings of a company, special notice will be required at a general meeting at which resolutions are proposed to remove a director from office (or appoint somebody in place of a director so removed at the same meeting); remove an auditor from office; and appoint auditors where there has been a failure to re-appoint the existing auditors. Where special notice is required for a resolution, the resolution will not be effective unless notice of the intention to move it has been given to the company at least 28 clear days before the meeting at which it is moved.

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Special resolutions and other resolutions requiring 75 per cent member approval under the Companies Act 2006—checklist

Special resolutions and other resolutions requiring 75 per cent member approval under the Companies Act 2006—checklist Special resolutions The Companies Act 2006 (CA 2006) sets out certain matters that must be passed by the members (or by a class of members) of a company as a special resolution (ie by a majority of not less than 75%) or by the holders of at least 75% of shares or of a class of shares. If a written resolution is to be passed as a special resolution, to be effectively passed as a special resolution, it must state that the resolution was proposed as a a special resolution. See Practice Notes: Member resolutions and Written resolutions for more details about shareholder resolutions and written resolutions. Note that: • anything done by ordinary resolution may also be done by special resolution, and • in addition to complying with the requirements of CA 2006, it may be necessary to comply with the requirements of any shareholders' agreement (or other governing document) as...

Notice of general meeting or annual general meeting—checklist

Notice of general meeting or annual general meeting—checklist Who is entitled to receive notice of general meeting or annual general meeting? Notice of the general meeting (GM) or annual general meeting (AGM) must be sent to: • every member of the company, ie those appearing on the register of members (including those entitled to a share in consequence of the death or bankruptcy of a member, if the company has been notified of their entitlement) • every director of the company, and • the company’s auditors Check the company’s articles in particular for provisions relating to: • giving notices to joint, untraceable or overseas shareholders, and • cut-off dates by which time a member needs to be registered on the register of members to receive a notice. Where a company's shares are held in CREST, a member must be registered in the register of members at least 21 days before the date the notice is sent Form of notice Notice of a GM must be given: • in hard copy...

Failure to re-appoint an auditor—financial years beginning before 1 October 2015 [Archived]

Failure to re-appoint an auditor—financial years beginning before 1 October 2015 [Archived] ARCHIVED: This archived Practice Note summarised the statutory provisions of the Companies Act 2006 (CA 2006) that applied in the event of a company’s failure to re-appoint an auditor in relation to financial years beginning before 1 October 2015. Section 18 and Schedule 5 of the Deregulation Act 2015, which came into force on 1 October 2015, made a number of changes in relation to auditors, which include provisions dealing with a company’s failure to re-appoint an auditor. These provisions have effect in relation to financial years beginning on or after 1 October 2015. For details of the statutory provisions in relation to financial years beginning on or after 1 October 2015, see Practice Note: Failure to re-appoint an auditor. There may be other rules relating to the removal and resignation of an auditor that apply to a listed company, an AIM company or a company with securities that are listed on one of...

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��ܻ徱��ܲԻ岹��Գٲ�� STOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024 which included the removal of the premium and standard listing segments and the creation of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories such as the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook came into force to implement the changes and the previous Listing Rules sourcebook was revoked. For further information, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the listing regime as it was prior to 29 July 2024. In the UK, the audit of accounts and reports is governed by the Companies Act 2006 (CA 2006), Parts 16 and 42. Under CA 2006, s 475, a company is required to have its annual accounts for a financial year audited in accordance with CA 2006, Pt 16, unless the company can...

Discover our 31 Practice Notes on Special notice

Special notice of ordinary resolution to remove an auditor

Special notice of ordinary resolution to remove an auditor To: The Directors [insert company name] [Limited OR PLC] [insert address of company] [insert date] Special notice: [insert company name] [Limited OR PLC] (the Company) [I OR We OR , being the holder[s] of [insert class of shares] shares of [insert value] pence each in the capital of the Company, give notice, pursuant to sections 312 and 511 of the Companies Act 2006, of my OR our] intention to propose the following resolution as an ordinary resolution at the Company’s next [annual] general meeting: That [insert name of auditor] be removed from office as auditor of the Company with [immediate effect OR

Special notice of resolutions to be proposed at AGM of listed public company

Special notice of resolutions to be proposed at AGM of listed public company To: The Directors [insert company name] PLC [insert company address] [insert date] Dear [Directors OR Secretary] Special notice: [insert company name] PLC (the Company) [I OR We], being the holder[s] of [insert class] shares of [insert value] pence each in the capital of the Company, give notice, pursuant to sections 312 and [168 OR 511 OR 515] of the Companies Act 2006 of [my OR our] intention to propose the following resolution[s] as [an] ordinary resolution[s] at the next annual general meeting of the Company: [THAT [insert name of director] be removed from office as a director of the Company with [immediate effect OR effect from [insert date]] [and that [insert name] be appointed as director of the Company in [his OR her] place]. AND/OR THAT [insert

Dive into our 16 Precedents related to Special notice

If a shareholder in a company does not agree with the decisions of its board of directors, what action can that shareholder take?

If a shareholder in a company does not agree with the decisions of its board of directors, what action can that shareholder take? Much depends on the degree of disagreement and the identity and relative holdings of the company's members as a whole. The following assumes that the directors are not acting in breach of any shareholders' agreement or other agreement with the member in question or acting in contravention of the company's articles of association. At the outset, a dissenting or otherwise aggrieved shareholder could try to sell the relevant shares, although in a company without a public share trading platform, this may be restricted by the company's articles or prevented by an absence of willing buyers. If the member is satisfied that the affairs of the company are being conducted in a manner unfairly prejudicial to the interests of its members generally (or to the interests of some part of its members including at least the member in question), that member may elect to...

Can you remove a person as a director under section 168 of the Companies Act 2006 where the articles effectively require the consent of the director-shareholder to do so?

Can you remove a person as a director under section 168 of the Companies Act 2006 where the articles effectively require the consent of the director-shareholder to do so? Although private companies limited by shares are able to pass written resolutions, a general meeting must be convened where any resolution requiring special notice is being tabled. A resolution to remove a director requires special notice and therefore a general meeting must be convened. For further details on general meetings, see Convening a general meeting. A director may be removed from office by ordinary resolution of the members passed at a general meeting of a company before the expiration of his period of office and notwithstanding anything in any agreement between the director and the company, pursuant to section 168 of the Companies Act 2006 (CA 2006). Special notice of 28 clear days (ie excluding the day on which notice is given and the day of the general meeting) of the proposed ordinary resolution to remove a...

See the 11 Q&As about Special notice

Lexis®PSL Corporate weekly highlights—3 November 2016

Welcome to the weekly highlights from the Lexis®PSL Corporate team for the week ending 3 November 2016, which provide news updates and a comprehensive list of dates for your diary. This week’s edition features: Lexis®PSL Corporate’s new Market Tracker Trend report on the 2016 AGM season; a post-Brexit update on trends in UK public M&A; the CLLS/Law Society joint working parties’ updated Q&A on Market Abuse Regulation; the FRC’s newly published thematic review of annual company reports and report on business model reporting; the Parker Review into board diversity; the Investment Association’s open letter to all FTSE 350 companies setting out new shareholder expectations on executive pay; the announcement that Institutional Shareholder Services, Inc has opened its 2017 benchmark voting policy consultation period; and the European Securities and Markets Authority’s (ESMA) statement setting out its 2016 enforcement priorities. It also includes analysis in relation to the recently published ESMA Q&A on MIFID II and MiFIR and analysis on malus and clawback in practice.

Lexis®PSL Commercial weekly highlights—13 August 2015

Welcome to the weekly Commercial highlights from the Lexis®PSL Commercial team for the week ending 13 August 2015. This week’s edition of Commercial highlights includes reporting on key current awareness, news analysis and links to our weekly consultation, cases and legislation trackers which respectively track consultations and cases of note for commercial lawyers, and changes to legislation and significant bills. We also report on new materials published this week and materials which we have updated as well as our new COMET blog posts.

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