ICAEW BL · Chapter 10 · Question 8 of 10
Redwing Ltd has a paid-up share capital of 200,000 £1 ordinary shares, all carrying voting rights. Members holding 12,000 of those shares ask the directors to call a general meeting to discuss the board's strategy. The directors refuse. Which statement is correct under the Companies Act 2006?
Test yourself: pick an answer
Reveal answer & explanation
Correct answer: D) The directors must call the meeting, because the members hold at least 5% of the paid-up voting capital
Explanation
Under s303 Companies Act 2006, the directors must call a general meeting once they receive requests from members holding at least 5% of the paid-up capital carrying voting rights. Here 12,000 ÷ 200,000 = 6%, which meets the threshold. Under s304 the directors must call the meeting within 21 days of receiving the request, for a date not more than 28 days after the notice. If they fail, the requesting members (or those of them holding more than half of their total voting rights) may call it themselves under s305, and the company must reimburse their reasonable expenses.
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