You’ll need to know how to call shareholder meeting if you are running an Australian company.
Below is a guide for how to call meetings and some other things you'll need to know.
This guide covers the rules in the Corporation Act 2001 - legislation that governs Australian companies and to avoid any confusion, we’re covering private companies.
In a rush to find your answer? No worries, jump ahead.
So, let’s start with notice.
Section 249H of the Corporations Act says that you need to give shareholders at least 21 days notice of a meeting.
Despite this, if you have a constitution that has a longer minimum notice period, you will need to follow that.
A company may call give a shorter notice period for these meetings:
A company will need to give 21 days notice for a company meeting where there's a resolution to remove an auditor: section 249H(4) of the Corporations Act 2001.
The rules for meeting notice are in section 249J of the Corporations Act 2001.
Notice of a meeting of company shareholders needs to be given individually to each shareholder that’s entitled to vote at the meeting and to each director.
For joint shareholders - notice only needs to be given to 1 shareholder, usually the name that appears first in the shareholder register. Now because this is a replaceable rule, you can have a different rule in your constitution e.g. one that allows for both joint shareholders to get notice.
So how exactly do you need to give meeting notice? we'll cover that below.
A company may give the notice of a meeting to a shareholder either:
Now, the timing for when notice is given matters in certain situations.
For example, if a shareholder was to complain they did not get 21 days notice for the removal of an auditor.
So here’s the rule for the time when notice is given:
And, what happens if there's a dispute about the notice content? Let's see what the court's say below.
Disputes sometimes occur.
For example, a shareholder may complain about insufficient detail in the meeting notice.
Here’s the court’s perspective about notice and disclosure:
So, what goes into the notice of meeting of shareholders?
Here’s what’s included in a notice of a meeting of company shareholders:
Finally, what about meeting delays?
If the meeting is adjourned, a new notice of the resumed meeting must be given if the meeting is adjourned for 1 month or more: section 249M Corporations Act 2001.
And, this is a replaceable rule, so you can agree to another rule in your constitution or adopt this one.
I wish you every success in your ventures! be sure to get in touch if you have any questions, comments or feedback.
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