SHAREHOLDER MEETING BOARD MEETING

Power to convene meeting 1. A member of a company that holds at 1. A member of the company
least ten% of a company’s issued may call for a board meeting
share capital has a legal right to call - Section 311 (1)
for or to convene a meeting of
members – S. 310(b) 2. A director or if requested by
a director, a secretary may
2. A director may call for a shareholder convene the meeting of the
meeting if the company has received Board – Section 3 of the
requisition to do so from Third Schedule of CA 2016
shareholders representing at least
10% of paid-up capital or
shareholders representing at least 5%
of total voting rights

Notice Period 14 days in advance for ordinary 7 days in advance

resolution, 21 days in advance for
special resolution

Minimum quorum Minimum 2 shareholders who own
greater than 10% of the company’s
share capital and are subjected to the
company’s Constitution
To be fixed by the Board or the
majority of the Directors to present
If a quorum Is not met, important
matters such as conducting business
not to be transacted at the board
meeting

Resolution to pass meeting Ordinary Resolution – Simple Majority Board resolution is passed if agreed
Extraordinary Resolution – 75% Majority by ALL directors present or a majority
of the votes cast on it are in favor of
it

When to held the meeting AGM – annually When it is necessary

EGM – when it is necessary

Purpose of the meeting 1. Section 75: Allotment of shares in To decide and making major
the company, granting of rights to commercial decisions for and on
subscribe for shares and converting behalf of the Company, such as: -
any security into shares
1. Opening and operation of a bank
2. Section 223: Disposal by directors of account
company’s undertaking or property 2. Purchase of property for business
use
3. Section 228: Transactions with 3. Purchase of the company’s motor
directors, substantial shareholders, vehicle
or connected persons 4. Application of banking facilities
with the banks
4. Approval of the company’s annual 5. Payment of dividends
financial statements 6. Election of new members or
appointment and resignation of
 5. Fixing auditor’s remuneration new director
7. Acceptance of the resignation of
6. Presentation and approval of board members
minutes from previous year’s AGM 8. Decided the company’s
performance and other business
7. Passing of Ordinary and Special matters
Resolutions

8. Approval of decisions made by Board

of Directors in the previous year

9. Appointment and the fixing of

Directors’ fee

A special resolution is required when:-

1. A company may change its name by a special resolution. (Section 28 of CA2016)

2. A company may adopt a constitution for the company by way of special resolution. (Section
32 (1))
3. A company may alter or amend its constitution by a special resolution unless the constitution
itself prohibits the alteration or amendment. (Section 36(1))
4. An unlimited company may convert to a limited company by passing a special resolution.
(Section 40(1))
5. A public company having a share capital may convert to a private company or a private
company may convert to a public company by passing a special resolution and shall lodge
with the Registrar a notice of conversion specifying the alteration of its name. (Section
41(1)&(2))
6. A company may alter its share capital by consolidating/dividing/subdividing/converting paid-
up shares into stock or vice versa by passing a special resolution. (Section 84)
7. A special resolution is required to vary the rights attached to shares in a class of shares and it
shall be passed by at least 75% of shareholders in that particular class. (Section 91)
8. A company may reduce its share capital by passing a special resolution and confirmation by
the Court under Section 116 OR a special resolution supported by a solvency statement
under Section 117 unless its constitution mentions otherwise. (Section 115)
9. A company may give financial assistance for the purpose of acquisition of share in the
company or its holding company or discharging a liability incurred for such an acquisition by
passing a special resolution and the aggregate amount of assistance shall not exceed 10% of
shareholders’ fund. (Section 126(2))
10. Where any shares of the company are issued for the purpose of raising money to defray the
expenses of the construction of any works or buildings, the company shall not pay interest or
returns unless it is authorized by the constitution or by a special resolution and it is approved
by the Court. (Section 130(2))
11. Any recommendation by the members to the Board on matters affecting the management of
the company needs a passing of special resolution. (Section 195)
12. Any payment to the director under an agreement where the particulars have been disclosed
to and approved by a special resolution of the company. (Section 227(5)(b))
13. Any matter that may be passed by ordinary resolution may also be passed by special
resolution subject to the provision of the constitution. (Section 291(4))
 14. A company may be would up voluntarily if the company resolve by special resolution.
(Section 439(1)
15. The company may remove any liquidator in a general meeting convened by any contributory
by special resolution and special notice has been given to the creditors and liquidators.
(Section 445(3)
16. In a voluntarily winding up case, the company may by way of a special resolution to sell or
transfer the whole or part of the business or property of the company and confer authority
to the Liquidator to receive compensation for the transfer or sale of the shares/debentures
or to enter into any other arrangement that the member of the company may receive
cash/shares/debentures. (Section 457(1))
17. Any arrangement entered into between a company in the course of being wound up and its
creditors shall be binding on the company if sanctioned by a special resolution. (Section 460)
18. The Court may order the winding up if the company has by special resolution resolved that
the company is to be wound up by the Court. (Section 465(1)

An ordinary resolution is required when:-

1) To grant the directors the power to allot shares, right to subscribe for shares, convert any
security into shares or to allot shares under an agreement or option to offer by way of
resolution. (Section 75(1)
2) To authorize director calls on unpaid shares of the shareholders (Section 82)
3) If the shareholder fails to pay on any call or instalment of a call within the stipulated time,
the director may by a resolution of the directors to forfeit the shares. (Section 83)
4) If the registration of an unlimited company having a share capital as a limited company, the
unlimited company may pass a resolution to increase its share capital or to provide a
specified portion of its uncalled share capital not be capable of being called up by passing a
resolution. (Section 84)
5) A company may be resolution convert any paid-up shares into stock and reconvert any stock
into paid-up shares of any number. (Section 86(1))
6) The directors may passed a resolution to refuse or delay the registration of transfer of shares
within 30 days upon receipt of the instrument of transfer. (Section 106)
7) All subsequent directors of the company may be appointed by ordinary resolution. (Section
202(2))
8) To determine the retirement of a director by passing a written resolution. (Section 205)
9) A director may be removed before the expiration of the director’s period of office by
ordinary resolution. (Section 206(1)(a)
10) Acquisition and disposal of substantial portion of company’s undertaking of property by
passing a resolution. (Section 223)
11) Loan scheme to Directors. (Section 224 (2) (d)
12) To acquire shares/non-cash assets or dispose or dispose of non-cash assets to or from the
company with directors, substantial shareholders or connected person by passing a
resolution of the company. (Section 228)
13) To pass a resolution to approve the fees of directors and benefits if the member of holding at
least 10% of the total voting rights consider that the payment was not fair to the company
(Section 230)
14) To appoint an auditor by ordinary resolution if the Board fails to appoint an auditor before
the submission of the first financial statement to the Registrar or the subsequent year
following the submission of the first financial statement or to fill in the vacancy of auditor.
(Section 267(4))
15) To fix the auditor’s remuneration by ordinary resolution. (Section 274(1)
16) To remove an auditor from office at any time by ordinary resolution at a general meeting.
(Section 276(1)(a))
17) i. Authorization of loans making, guarantee and provision of security of the purpose of
expenditure;
18) A company may appoint a person as its representative at any meeting of members of the
company by resolution of its board or other governing body( Section 333);
19) A proxy may be elected by resolution of the company to join the meeting of members of the
company. (Section 334)
20) Removal of a member of the committee of inspection for wound up case. (Section 9 of tenth
schedule)
21) To propose voluntary arrangement for a moratorium or application to Court for judicial
management by passing a simple majority in shareholders meeting if the company is unable
to pay its debt (Section 400)