united-kingdom covid-19 limited-liability-company
How to force a UK company General Meeting to be held
<p>Because of Covid-19 lockdown, the UK government passed emergency legislation in 2020 to allow companies to hold virtual general meetings and vote electronically.</p>
<p>The Annual General Meeting is required by law within a certain time frame, and the Memorandum of a particular &quot;Company Limited By Guarantee&quot; states that it must be held in January.</p>
<p>At the meeting which should have taken place in January 2021 the positions of company officers were due for election or re-election (every 3rd year), and it is those same officers who are refusing to hold the AGM, by using tactics such as</p>
<ul>
<li><p>we aren't allowed to hold a meeting</p>
</li>
<li><p>we were not due for an election</p>
</li>
<li><p>there will be an AGM next year</p>
</li>
<li><p>it is expensive</p>
</li>
<li><p>the committee has voted to cancel it</p>
</li>
</ul>
<p>What can members of this company do to force the officers to hold a zoom meeting? Can they take the matter out the hands of the committee and organise a lawful General Meeting that complies with the Memorandum?</p>

<p><strong>What can members of this company do?</strong></p>
<p><strong>Make an application to the Companies Court - which sits within the <a href="https://www.judiciary.uk/you-and-the-judiciary/going-to-court/high-court/courts-of-the-chancery-division/insolvency-and-companies-courts/work/" rel="nofollow noreferrer">High Court</a> - to order a meeting.</strong></p>
<p>On the assumption that the OP's reference to a &quot;Company Limited By Guarantee&quot; falls within the definitions and scope of the <a href="https://www.legislation.gov.uk/ukpga/2006/46/part/1/crossheading/types-of-company?timeline=false" rel="nofollow noreferrer">Companies Act 2006</a>, Part 13, Chapter 3 of that Act will apply, especially the provisions headed <a href="https://www.legislation.gov.uk/ukpga/2006/46/part/13/chapter/3/crossheading/calling-meetings?timeline=false" rel="nofollow noreferrer">Calling meetings</a> - in particular s.306 which empowers the court to order a meeting:</p>
<blockquote>
<p>(1) This section applies if for any reason it is impracticable—</p>
<ul>
<li><p>(a) to call a meeting of a company in any manner in which meetings of that company may be called, or</p>
</li>
<li><p>(b) to conduct the meeting in the manner prescribed by the company's articles or this Act.</p>
</li>
</ul>
<p>(2) The court may, either of its own motion or on the application—</p>
<ul>
<li>(a) of a director of the company, or</li>
<li>(b) <strong>of a member of the company who would be entitled to vote at the meeting</strong>, order a meeting to be called, held and conducted in any manner the court thinks fit.</li>
</ul>
<p>(3) Where such an order is made, the court may give such ancillary or consequential directions as it thinks expedient.</p>
<p>(4) Such directions may include a direction that one member of the company present at the meeting be deemed to constitute a quorum.</p>
<p>(5) A meeting called, held and conducted in accordance with an order under this section is deemed for all purposes to be a meeting of the company duly called, held and conducted.</p>
</blockquote>

<h2>There may be no legal <a href="https://uk.practicallaw.thomsonreuters.com/7-107-6401?transitionType=Default&amp;contextData=(sc.Default)&amp;firstPage=true" rel="nofollow noreferrer">requirement</a> for an AGM</h2>
<p>Only public companies or private companies which is a traded companies are required to hold AGMs. Private companies that are not traded don’t have to.</p>
<h2>Members can <a href="https://www.dlapiperintelligence.com/goingglobal/corporate/index.html?t=08-shareholder-meeting-requirements&amp;c=GB" rel="nofollow noreferrer">call</a> a meeting</h2>
<p>If members holding at least 5% of the voting stock want a meeting, the directors have to arrange it.</p>
