Companies Act 2006, section 304

Directors' duty to call meetings required by members

Part 13 Resolutions and meetings

(1)Directors required under section 303 to call a general meeting of the company must call a meeting—

(a)within 21 days from the date on which they become subject to the requirement, and

(b)to be held on a date not more than 28 days after the date of the notice convening the meeting.

(2)If the requests received by the company identify a resolution intended to be moved at the meeting, the notice of the meeting must include notice of the resolution.

(3)The business that may be dealt with at the meeting includes a resolution of which notice is given in accordance with this section.

(4)If the resolution is to be proposed as a special resolution, the directors are treated as not having duly called the meeting if they do not give the required notice of the resolution in accordance with section 283.

Read section 304 in the full Act → Definitions (2) Cases (7)

Definitions used in section 304

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
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

Cases considering section 304 (7)

Joseph Mark Taylor v James Lee Taylor & Anor

[2026] EWHC 106 (Ch) · 29 January 2026

Applies the provision governing a requisition to directors to call a general meeting. The attempted process did not result in an effective meeting or removal of the petitioner (see paras [107]-[117]).

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

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

Requires directors to call a general meeting where a valid requisition has been made. The court held that the directors were not entitled to refuse the requisition merely because the proposed resolutions were ineffective in their drafted form (see paras [70]-[79]).

Shaheen Shan (in her capacity as Administrator of the Estate of the late Ali Akbar Shan) v The Registrar of Companies & Ors

[2023] EWHC 1410 (Ch) · 5 May 2023

Section 304 was applied as imposing a duty on directors to call a meeting required by members meeting the statutory threshold. The provision supported the conclusion that restraining the claimant from exercising her membership rights would be a strong step requiring proper justification. (see paras [27], [55]–[58])

What each judgment says about section 304 is in the case-law panel in the full Act.

Explanatory note

549.This section sets time limits within which the directors must call and hold a meeting required by members. Subsection (2) requires that if the members’ request identifies a resolution to be moved at the meeting, notice of this resolution should be included in the notice of the meeting.

All the explanatory notes for the Act

Amendments and notes

1 notes from legislation.gov.uk

Commencement

  1. I119S. 304 wholly in force at 1.10.2007; s. 304 not in force at Royal Assent see s. 1300; s. 304 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.