Companies Act 2006, section 305

Power of members to call meeting at company's expense

Part 13 Resolutions and meetings

(1)If the directors—

(a)are required under section 303 to call a meeting, and

(b)do not do so in accordance with section 304,

the members who requested the meeting, or any of them representing more than one half of the total voting rights of all of them, may themselves call a general meeting.

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

(3)The meeting must be called for a date not more than three months after the date on which the directors become subject to the requirement to call a meeting.

(4)The meeting must be called in the same manner, as nearly as possible, as that in which meetings are required to be called by directors of the company.

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

(6)Any reasonable expenses incurred by the members requesting the meeting by reason of the failure of the directors duly to call a meeting must be reimbursed by the company.

(7)Any sum so reimbursed shall be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of the services of such of the directors as were in default.

Definitions used in section 305

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
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

Cases considering section 305 (12)

The Wine Enterprise Investment Scheme Limited (In Liquidation) v Crowe UK LLP

[2026] EWHC 692 (Ch) · 27 March 2026

Applies the members’ power to call a general meeting if directors default under sections 303 and 304. The court treated the procedure as requiring time and evidence which the claimant had not properly pleaded or proved. (see paras [262], [266]-[267], [284], [359])

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

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

Permits requisitioners to call a general meeting at the company’s expense when directors fail to do so under the statutory requisition procedure. It does not permit requisitioners to call a class meeting under s 630 (see paras [69]-[79]; [85]).

Koza Ltd & Anor v Akcil & Ors

[2016] EWHC 3358 (Ch) · 21 December 2016

Applies to the calling of a general meeting. The validity of the notice under this provision was inseparably connected with the authority and capacity of the shareholder and its agents. (see paras [5]; [44]; [48])

What each judgment says about section 305 is in the case-law panel in the full Act.

Explanatory note

550.This section enables the members to call a meeting at the company’s expense in the event that the directors fail to call a meeting on the members’ request. Subsections (6) and ( 7) provide for members to be reimbursed appropriately and that the directors are penalised directly by the reimbursement being taken out of the fees or other remuneration due to them.

All the explanatory notes for the Act

Amendments and notes

1 notes from legislation.gov.uk

Commencement

  1. I120S. 305 wholly in force at 1.10.2007; s. 305 not in force at Royal Assent see s. 1300; s. 305 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.