Shareholders' Request to Call General Meeting
This Request by Shareholders to Call General Meeting document may be used by a company's shareholders to request that the directors call a general meeting, in accordance with the Corporations Act 2001 (Cth).
(0 reviews)
Last updated December 16, 2024
Under 10 minutes
Suitable for Australia
Written by
Edwin Montoya Zorrilla
Reviewed by
Damin Murdock
Document Overview
Companies rely on meetings to arrive at decisions. A general meeting is a meeting of the company's shareholders, as opposed to a meeting of its directors. Ultimately, the shareholders control the destiny of their companies, as they usually have the right of appointment and removal of directors at general meetings.
Shareholders make decisions broadly on matters outside the area of management of the company. Resolutions of a general meeting directing the board to exercise its powers in a particular way are invalid. The general meeting may also exercise certain corporate powers where the board is incapacitated, such as where the directors have a conflict of interest.
Legal Issues regarding a Notice of General Meeting Called by Shareholders
According to section 249D of the Corporations Act 2001 (Cth) (Act), directors must call a general meeting when requested by members with at least 5% of the votes that may be cast at the general meeting. The directors must call the meeting within 21 days of the request received by the company.
If the meeting is to be held in two or more places, then the notice must set out the technology that will be used to facilitate this, see section 249L(a) of the Act.
To be effective, the request must:
- be in writing;
- state any resolution to be proposed at the meeting;
- be signed by the members making the request; and
- be given to the company.
According to section 249H of the Act, the shareholders entitled to attend and vote at a general meeting must be provided with at least 21 days’ notice of the upcoming meeting, unless the shareholders agree otherwise. The company’s constitution may specify a longer minimum period. Shareholders of a proprietary company are only entitled to appoint proxies if the company’s constitution permits it or if replaceable rule section 249X of the Act applies to the company. Proxy details, if any, should be included in the notice. The notice must be signed by one of the directors of the company or its secretary.
The Legal Risk Score of a Shareholders' Request to Call General Meeting Template
Our legal team have marked this document as low risk considering:
- There is a risk associated with ensuring that the requesting shareholders collectively meet the minimum voting threshold of 5% required to call a general meeting, which if not met, could invalidate the request.
- The document does not specify a deadline or timeline for when the meeting should be held, potentially leading to delays or uncertainty in addressing the matters to be considered.
- Absence of detailed procedural guidelines for the meeting could lead to confusion or inefficiencies during the meeting process.
Overall, given that users are presumed to have some knowledge about the document's use, the risks are manageable but do require careful attention to detail and proper coordination among shareholders.
Shareholders' Request to Call General Meeting Checklist
Complete your free Shareholders' Request to Call General Meeting with our checklist
Verify Shareholder Eligibility:
Ensure that all signing members collectively hold at least 5% of the voting rights, as required to validly request a general meeting.
Accurate Record Keeping:
Keep a thorough record of the request, including signatures and dates, to ensure transparency and accountability.
Communicate with Management:
Submit the completed request to the company's management or board of directors to initiate the process of scheduling the general meeting.
Prepare for the Meeting:
Organise and prepare the necessary materials and information to discuss the matters listed in the request during the general meeting.
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