How do I call a meeting of company shareholders?

Here's how you can call a meeting of company shareholders, explained in plain English and with more detail.

In Plain English

If you're a shareholder in a company and you want to have a meeting, there are a few ways to make it happen. Generally, the company directors are in charge of calling meetings. However, if you and other shareholders have at least 5% of the voting power, you can either ask the directors to call a meeting, or you can call one yourselves. The notice for the meeting must be sent to all shareholders, directors, and the company auditor at least 21 days before the meeting. The notice needs to include what the meeting is about, including the resolutions that will be voted on, and how people can participate, especially if it's a virtual meeting.

Detailed Explanation

Here's a breakdown of the process, based on the legislation:

  1. Who Can Call a Meeting:

    • Directors: The directors of a company have the power to call meetings of all shareholders or meetings of a specific class of shareholders Corporations Act 2001.
    • Shareholders: Shareholders with at least 5% of the votes that can be cast at a general meeting can either:
    • The Court: The Court may order a meeting of a registered scheme’s members to be called if it is impracticable to call the meeting in any other way Corporations Act 2001.

  2. Notice Requirements:

    • Timing: At least 21 days' notice must be given for a meeting of members of a registered scheme Corporations Act 2001. The company's constitution may specify a longer minimum period Corporations Act 2001.
    • Recipients: Written notice must be given to Corporations Act 2001:
      • Each member entitled to vote at the meeting.
      • Each director of the responsible entity.
      • The auditor of the scheme.
      • The auditor of the scheme compliance plan.
    • Content: The notice must include Corporations Act 2001:
      • The date, time, and place of the meeting.
      • If there are multiple physical locations, the date and time for each location, and the main location.
      • If virtual meeting technology is used, sufficient information to allow members to participate via that technology.
    • Method of Giving Notice: Unless the company's constitution says otherwise, notice can be given Corporations Act 2001:
      • Personally.
      • By post to the member's address in the register.
      • Electronically, as specified in Corporations Act 2001 section 110D(1)(b), (c) or (d).
    • When Notice is Considered Given: Unless the constitution says otherwise, notice is considered given Corporations Act 2001:
      • If sent by post: 3 days after posting.
      • If sent electronically: on the business day after it is sent.

  3. Holding the Meeting:

    • Location: Meetings can be held Corporations Act 2001:
      • At one or more physical venues.
      • At one or more physical venues and using virtual meeting technology.
      • Using virtual meeting technology only, if the scheme's constitution allows it.
    • Opportunity to Participate: The company must give members a reasonable opportunity to participate in the meeting Corporations Act 2001. This includes holding the meeting at a reasonable time and using reasonable technology that allows members to ask questions and make comments, both orally and in writing Corporations Act 2001.
    • Poll Required: For listed companies, certain resolutions must be decided on a poll, not a show of hands Corporations Act 2001. This includes resolutions where the notice of meeting set out the intention to propose the resolution, or the company has given notice of the resolution in accordance with section 249O (members’ resolutions) [Corporations Act 2001](docid=1].

  4. Additional Considerations for Aboriginal and Torres Strait Islander Corporations: