Corporate and Business Law (Global) · Company meetings and resolutions

Calling and Notice of General Meetings: ACCA LW Rules

Updated 11 October 2026 · Fact-checked

A general meeting is called by the directors, or by shareholders who use their requisition right. The company must give valid notice to everyone entitled to receive it. Notice must state the time, place and business, and must be given for the minimum period. Shorter notice is valid only if enough members agree.

Understand Calling and Notice of General Meetings

A general meeting is a meeting of the shareholders (members). It is where they take decisions that the law or the constitution reserves to them, such as changing the articles or removing a director. The decisions are made by passing resolutions.

The usual rule is that the directors call general meetings, because they run the company. But shareholders must have a way to force a meeting if the board will not act. That is the requisition right. In the standard model, members holding a set minimum of the voting share capital (commonly 5%) can require the directors to call a meeting. If the directors fail, the members can call it themselves, usually at the company's expense.

A meeting is only fair if members know about it in good time. So the law sets a minimum notice period, requires the notice to contain certain information, and says who must receive it. The periods below follow the model most commonly used for LW (the UK Companies Act 2006 pattern). Your syllabus is jurisdiction-neutral, so learn the principle first and the figures as typical benchmarks. Use any figures given in the question over these.

If notice is defective, resolutions passed at the meeting can be invalid. Members can waive the protection by agreeing to short notice, but the law requires a high level of agreement. Think of it as a trade-off. The more important the meeting, the harder it is to cut the notice period.

In exams, look for four things: who is calling the meeting, whether the notice period is long enough, whether the notice has the right content, and whether everyone entitled to notice received it.

Key formulas to remember

Who can call a general meeting: Directors, OR members holding at least 5% of paid-up voting capital (requisition), OR the court; Typical model rule. The articles cannot normally set the requisition threshold higher than the statutory level.
Directors' duty on a valid requisition: Call the meeting within 21 days of the request, to be held no later than 28 days after the date of the notice; If the directors fail, the requisitioning members can call the meeting themselves. They must do so within three months of the date the directors became subject to the duty (that is, when the request was received). They can recover reasonable costs from the company.
Minimum notice: private company: 14 days for a general meeting (including any meeting to pass a special resolution); The notice period is counted in clear days, so the day of giving notice and the day of the meeting are both excluded. Notice sent by post is treated as received only after the deemed delivery period set by the Act or the articles, so count from the deemed date of receipt, not the date of posting. The articles may require longer.
Minimum notice: public company: AGM: 21 days. Other general meetings: 14 days; Public companies must hold an AGM each year. A private company need not. The 14 days for other general meetings does not depend on any extra conditions. Traded companies follow a separate rule that is outside the scope of this page.
Short notice: private company: Majority in number of members entitled to attend and vote, holding at least 90% of the voting shares; Articles may raise the percentage, but not above 95%.
Short notice: public company: AGM: all members entitled to attend and vote. Other general meetings: majority in number holding at least 95% of the voting shares; Much harder than for a private company, because the public may hold shares.
Content of notice: Time, date and place + general nature of business + statement of right to appoint a proxy + full text of any special resolution + AGM label if it is an AGM; Ordinary business needs only a general description. The text of a special resolution must be given in full.
Who must receive notice: Every member entitled to vote + directors + the auditor; Check the articles for any members who are excluded, for example holders of non-voting shares.
Resolution thresholds (for context): Ordinary resolution: more than 50% of votes cast. Special resolution: at least 75% of votes cast; Notice requirements apply to both. The 75% for a special resolution is not the same as the 90% needed for short notice.

How to solve Calling and Notice of General Meetings questions

Use this method for any question on calling a meeting or on whether notice was valid.

1Identify the type of company (private or public) and the type of meeting (AGM or other general meeting). The answer to the notice period depends on both.
2Identify who is calling the meeting. If the directors, check the board has validly decided. If members, check whether they hold the minimum percentage of voting capital to requisition.
3For a requisition, calculate the percentage using voting capital only. Compare it with the threshold. Then apply the 21-day and 28-day rules to the dates given.
4Work out the notice period required and count the days actually given. Remember that the days of sending and meeting are normally excluded. Compare the two figures.
5If notice was too short, test for short notice. Check the number of members agreeing and the percentage of voting shares they hold. For a public AGM, all members must agree.
6Check the content of the notice. Look for time, place, general business, proxy statement and the full text of any special resolution.
7Check that all those entitled to notice received it, including directors and the auditor. Note any accidental omission and whether the articles say it does not invalidate the meeting.
8State the conclusion: valid or invalid, and the effect on any resolutions passed. Give the reason in one sentence.

Quickest way: Four-check scan for notice questions

When to use it: Use this for Section A and Section B objective test questions, where you have about a minute per question and only one option is correct.

Check 1: company type and meeting type. Private means 14 days. Public AGM means 21 days. Other public company general meeting means 14 days.
Check 2: short notice fraction. Private means 90%. Public AGM means everyone. Other public means 95%. Also check the majority in number is met.
Check 3: requisition threshold of 5% of voting capital. Then 21 days to call and 28 days for the meeting date.
Check 4: content and recipients. Look for a missing proxy statement, a missing special resolution text, or someone left off the list.
Eliminate any option that mixes rules from different company types. Pick the one that matches all four checks.

Common mistakes in Calling and Notice of General Meetings

Using 14 days for every general meeting.
Students remember the private company rule and forget that public company AGMs need longer notice.
Fix: Always ask: private or public, and AGM or other meeting? Write the period next to the answer before you choose.
Counting the short notice percentage on the number of members instead of the shares held, or the other way round.
The rule has two tests and students apply only one.
Fix: Apply both tests. There must be a majority in number of members, and they must hold the required percentage of voting shares.
Calculating the 5% requisition threshold on all shares, including non-voting shares.
Students read 'share capital' and use the total.
Fix: Use only the paid-up capital that carries voting rights. Ignore non-voting classes.
Thinking the directors have 21 days to hold the meeting.
Two time limits are easy to mix up.
Fix: The directors have 21 days to send the notice. The meeting itself must then be held within 28 days after the date of the notice.
Forgetting that a special resolution's full text must be in the notice.
Students think a general description of the business is always enough.
Fix: General description works for ordinary business only. For a special resolution, the exact wording must be set out.
Ignoring the auditor and directors when listing who receives notice.
Students think of notice as going to shareholders only.
Fix: Add directors and the auditor to the list every time. Then check the articles for any members who have no right to receive notice.

Worked examples

Example 1

Aster Ltd is a private company with 20 members and 2,00,000 voting shares. The board gives only 7 days' notice of a general meeting to pass a special resolution. Twelve members holding 1,70,000 shares agree to short notice. Is the meeting validly called?

Show the solution

Aster Ltd is private, so the normal notice period is 14 days. Seven days is too short, so short notice consent is needed.
Test 1, majority in number: 12 of 20 members is more than half. This test is met.
Test 2, share percentage: 90% of 2,00,000 is 1,80,000 shares. The members agreeing hold 1,70,000, which is 85%. This test is not met.
Both tests must be met. One fails, so short notice has not been validly agreed.

Answer: The meeting is not validly called. The agreeing members hold 85% of the voting shares, below the 90% needed. Resolutions passed at the meeting could be challenged as invalid.

Example 2

Borealis plc is a public company with 4,00,000 paid-up voting shares. Members holding 24,000 shares ask the directors in writing to call a general meeting. The directors receive the request on 1 March and send notice on 20 March. By what dates must the directors act, and is the requisition valid?

Show the solution

Threshold: 5% of 4,00,000 = 20,000 shares.
The requisitioning members hold 24,000 shares, which is 6%. The requisition is valid.
The directors must call the meeting within 21 days of receiving the request. 1 March + 21 days = 22 March. Notice sent on 20 March is in time.
The meeting must be held no later than 28 days after the date of the notice. 20 March + 28 days = 17 April.
If the directors had not acted by 22 March, the members could have called the meeting themselves and recovered reasonable costs from the company.

Answer: The requisition is valid because the members hold 6%, above the 5% threshold. The directors met the 21-day deadline of 22 March, and the meeting must be held by 17 April.

Exam tips

Write the company type and meeting type at the top of your rough working before you read the options. Most wrong answers come from using the wrong company's rule.
In Section B scenarios, mark the dates and percentages as you read. Notice questions are usually solved by arithmetic on those numbers.
For short notice questions, always run both tests (majority in number and percentage of shares). Examiners set questions where one passes and one fails.
In a written answer, use a clear layout: rule, application to the facts, conclusion. Name the percentage or number of days each time.
Treat the figures in these notes as the standard model. If a question gives different figures, for example articles requiring longer notice, apply the question's figures.

Practice questions from Company meetings and resolutions

Calling and Notice of General Meetings in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Calling and Notice of General Meetings: frequently asked questions

Who can call a general meeting?

Normally the directors call it, by board decision. Members holding at least the minimum percentage of voting capital (commonly 5%) can force the directors to call one by requisition. The court can also order a meeting in some situations.

How do shareholders requisition a general meeting?

Members holding the required percentage of voting capital send a written request stating the business to be dealt with. The directors must call the meeting within 21 days, to be held within 28 days after the notice. If they do not, the members can call it themselves within three months of the date the directors became subject to the duty, and recover reasonable costs from the company.

What is the notice period for a general meeting in ACCA LW?

Under the standard model, a private company needs 14 days' notice. A public company needs 21 days for an AGM and 14 days for other general meetings. Notice sent by post counts from its deemed date of receipt. Always check whether the question gives different figures.

What percentage of members must consent to short notice?

For a private company, a majority in number of members holding at least 90% of the voting shares. For a public company, every member must agree for an AGM, and at least 95% of the voting shares for other general meetings, again with a majority in number.