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Section 311 Contents of notices of meetingsI1

United Kingdom

(1)

Notice of a general meeting of a company must state—

(a)

the time and date of the meeting, and

(b)

the place of the meeting.

(2)

Notice of a general meeting of a company must state the general nature of the business to be dealt with at the meeting.

F1In relation to a company other than a traded company, this subsection has effect subject to any provision of the company's articles.

F2(3)

Notice of a general meeting of a traded company must also include—

(a)

a statement giving the address of the website on which the information required by section 311A (traded companies: publication of information in advance of general meeting) is published;

(b)

a statement—

(i)

that the right to vote at the meeting is determined by reference to the register of members F3..., and

(ii)

of the time when that right will be determined in accordance with section 360B(2) (traded companies: share dealings before general meetings);

(c)

a statement of the procedures with which members must comply in order to be able to attend and vote at the meeting (including the date by which they must comply);

(d)

a statement giving details of any forms to be used for the appointment of a proxy;

(e)

where the company offers the facility for members to vote in advance (see section 322A) or by electronic means (see section 360A), a statement of the procedure for doing so (including the date by which it must be done, and details of any forms to be used); and

(f)

a statement of the right of members to ask questions in accordance with section 319A (traded companies: questions at meetings).

Annotations

Textual amendments

F1

Words in s. 311(2) substituted (3.8.2009) by The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 10(2) (with application as stated in reg. 1(2))

F2

S. 311(3) inserted (3.8.2009) by The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 10(3) (with application as stated in reg. 1(2))

F3

Words in s. 311(3)(b)(i) omitted (26.10.2023 for specified purposes, 26.1.2026 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 1 para. 6; S.I. 2026/57, reg. 2

Commencement

I1

S. 311 wholly in force at 1.10.2007; s. 311 not in force at Royal Assent see s. 1300; s. 311 in force at 1.10.2007 by S.I. 2007/2194, art. 2(1)(f) (with saving in art. 12 and subject to transitional adaptations specified in Sch. 1 and with transitional provisions and savings in Sch. 3)

Notes on Part 13

Modifications

C1

Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

C2

Pt. 13 modified (31.12.2023) by The Resolution of Central Counterparties (Modified Application of Corporate Law and Consequential Amendments) Regulations 2023 (S.I. 2023/1313), regs. 1(2), 4

C3

Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2

Notes on Chapter 3

Modifications

C1

Pt. 13 modified (31.12.2023) by The Resolution of Central Counterparties (Modified Application of Corporate Law and Consequential Amendments) Regulations 2023 (S.I. 2023/1313), regs. 1(2), 4