Companies Act 2006, section 303

Members' power to require directors to call general meeting

Part 13 Resolutions and meetings

(1)The members of a company may require the directors to call a general meeting of the company.

(2)The directors are required to call a general meeting once the company has received requests to do so from—

(a)members representing at least [F2175%F217] of such of the paid-up capital of the company as carries the right of voting at general meetings of the company (excluding any paid-up capital held as treasury shares); or

(b)in the case of a company not having a share capital, members who represent at least [F2175%F217] of the total voting rights of all the members having a right to vote at general meetings.

(3)F218. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4)A request—

(a)must state the general nature of the business to be dealt with at the meeting, and

(b)may include the text of a resolution that may properly be moved and is intended to be moved at the meeting.

(5)A resolution may properly be moved at a meeting unless—

(a)it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the company's constitution or otherwise),

(b)it is defamatory of any person, or

(c)it is frivolous or vexatious.

(6)A request—

(a)may be in hard copy form or in electronic form, and

(b)must be authenticated by the person or persons making it.

Read section 303 in the full Act → Definitions (6) Cases (18)

Definitions used in section 303

member

(2) In sub-paragraph (1) “member” has the same meaning as it has by virtue of section 7(1) of that Act .

Defined in Sch.2 Pt.1 · see it in the full Act
company

“company” means a company formed and registered under this Act, that is—

(a)

a company so formed and registered after the commencement of this Part, or

(b)

a company that immediately before the commencement of this Part—

(i)

was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

(ii)

was an existing company for the purposes of that Act or that Order,

(which is to be treated on commencement as if formed and registered under this Act).

Defined in s.1(1) · see it in the full Act

(4) In this section and that Schedule “company” includes any body corporate.

Defined in s.1159(4) · see it in the full Act
director

In the Companies Acts “director” includes any person occupying the position of director, by whatever name called.

Defined in s.250 · see it in the full Act
treasury shares

(5)In the Companies Acts references to a company holding shares as treasury shares are to the company holding shares that—

(a)were (or are treated as having been) purchased by it in circumstances in which this section applies, and

(b)have been held by the company continuously since they were so purchased (or treated as purchased).

Defined in s.724(5) · see it in the full Act
share

(1) In the Companies Acts “share”, in relation to a company, means share in the company's share capital.

Defined in s.540(1) · see it in the full Act
enactment

In this Act, unless the context otherwise requires, “enactment” includes—

(a)an enactment contained in subordinate legislation within the meaning of the Interpretation Act 1978 (c. 30),

(aa)an enactment contained in, or in an instrument made under, a Measure or Act of the National Assembly for Wales,

(b)an enactment contained in, or in an instrument made under, an Act of the Scottish Parliament, and

(c)an enactment contained in, or in an instrument made under, Northern Ireland legislation within the meaning of the Interpretation Act 1978.

Defined in s.1293 · see it in the full Act

Cases considering section 303 (18)

Latter Rain Outpouring Project Limited v Creswell Lindsay Green & Ors

[2026] EWHC 1381 (Ch) · 9 June 2026Interprets

Interprets the provision as requiring an authenticated request from members holding 5% of voting rights, stating the business to be transacted, before the board must call a general meeting. (see paras [24](ii), [61]-[62])

Plantation Wharf Management Limited & Ors v Vanessa Lillian Brady & Ors

[2025] EWHC 2938 (Ch) · 19 November 2025

Applies the statutory requisition procedure to the notice requiring the directors to convene a general meeting. The notice identified the objects and proposed resolutions, but the court held that the directors should have called a meeting because the stated objects could lawfully be achieved by reformulated resolutions (see paras [62]; [75]-[79]).

Jeremy Sinclair Clarke & Anor v Yasmin Azim Lakha & Ors (Re Bramber Road Management Limited)

[2024] EWHC 51 (Ch) · 18 January 2024Limits

Limits the circumstances in which members may requisition a general meeting. The June 2021 resolution did not satisfy the applicable statutory or constitutional route.

What each judgment says about section 303 is in the case-law panel in the full Act.

Explanatory note

547.This section, together with sections 304 and 305 make provision similar to that in section 368 of the 1985 Act requiring the directors to call a general meeting if requested by the members. There are three main changes.

548.First, there is a change in the threshold required for a meeting request. For public companies this remains members with voting rights holding at least 10% of the paid-up capital. For private companies the threshold is 5% or 10% of the paid-up capital (or, in a company with no share capital, 5% or 10% of the total voting rights) depending on when there was last a meeting in advance of which members had a right – equivalent to the right under this clause (see below) – to circulate resolutions. The threshold is lower if there has been no such meeting in the last twelve months. Second, as indicated above, subsection (4)(b) extends the provisions of the 1985 Act by enabling members to include the text of a resolution to be moved at the requested meeting. Subsection (5) defines what type of resolution may be properly moved. For example, if the resolution would have no effect, then it cannot be properly moved. Third, requests in electronic form are permitted.

All the explanatory notes for the Act

Amendments and notes

3 notes from legislation.gov.uk

Amendments

  1. F217Words in s. 303(2)(a)(b) substituted (3.8.2009) by The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 4(2) (with application as stated in reg. 1(2))
  2. F218S. 303(3) omitted (3.8.2009) by virtue of The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 4(3) (with application as stated in reg. 1(2))

Commencement

  1. I118S. 303 wholly in force at 1.10.2007; s. 303 not in force at Royal Assent see s. 1300; s. 303 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) this amendment is subject to savings and/or transitional provisions, see the commentary.