Overview of a Notice of Special Meeting of Shareholders

Basically, a Notice of Special Meeting of Shareholders is a notice that you give to the shareholders of a company to inform them of a special meeting. This notice includes the nature of business of the meeting. Along with who has called for the meeting, when and where the meeting is to take place, and when shareholders are to confirm their attendance. Typically, there is a requirement to hold a meeting of the company’s members for a ‘proper purpose’ for the administration of the company. Usually, depending on jurisdiction and the details of your Constitution, you will need to provide notice at least a certain number of days from the date of the meeting.

What is in Notice of Special Meeting of Shareholders?

Generally, in typical corporate secretarial processes, shareholders must meet and document the results of those meetings. Essentially, these include annual meetings and other meetings as required by the corporate ordinance. Importantly, meetings that fall outside of those are known as special meetings. A notice must be sent to shareholders informing them of the special meeting.  Make sure to include the following information:

Date of the meeting – Depending on the jurisdiction, you must ensure that enough notice is given to the attendees

Place of the Meeting – The location where participants can meet and/or dial-in information for those that are remote

Date of confirmation – When participants must respond by to confirm attendance

Nature of the business – A brief agenda stating the purpose of the meeting and what business must be resolved

When Should You Use a Notice of Special Meeting of Shareholders?

Essentially, a formal notice to shareholders will instill trust in the corporate governance practices of the company. 

Can you use notice and access for a special meeting?

Apart from Investment funds, in respect of annual or special security-holder meetings, all reporting issuers’ can use Notice-and-access. However, when it comes to use, an issuer’s ability to use notice and access could be restricted by corporate law. Additionally, issuers’ articles and by-laws need to be reviewed well before implementing notice and access.


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