Companies Act 2006, section 306

Power of court to order meeting

Part 13 Resolutions and meetings

(1)This section applies if for any reason it is impracticable—

(a)to call a meeting of a company in any manner in which meetings of that company may be called, or

(b)to conduct the meeting in the manner prescribed by the company's articles or this Act.

(2)The court may, either of its own motion or on the application—

(a)of a director of the company, or

(b)of a member of the company who would be entitled to vote at the meeting,

order a meeting to be called, held and conducted in any manner the court thinks fit.

(3)Where such an order is made, the court may give such ancillary or consequential directions as it thinks expedient.

(4)Such directions may include a direction that one member of the company present at the meeting be deemed to constitute a quorum.

(5)A meeting called, held and conducted in accordance with an order under this section is deemed for all purposes to be a meeting of the company duly called, held and conducted.

Read section 306 in the full Act → Definitions (6) Cases (11)

Definitions used in section 306

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
prescribed

In the Companies Acts “prescribed” means prescribed (by order or by regulations) by the Secretary of State.

Defined in s.1167 · see it in the full Act
articles

(4) References in the Companies Acts to a company's “articles” are to its articles of association.

Defined in s.18(4) · see it in the full Act
the court

(1) Except as otherwise provided, in the Companies Acts “the court” means—

(a)in England and Wales, the High Court or the county court;

(b)in Scotland, the Court of Session or the sheriff court;

(c)in Northern Ireland, the High Court.

Defined in s.1156(1) · see it in the full Act

(2) The provisions of the Companies Acts conferring jurisdiction on “the court” as defined above have effect subject to any enactment or rule of law relating to the allocation of jurisdiction or distribution of business between courts in any part of the United Kingdom.

Defined in s.1156(2) · 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
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

Cases considering section 306 (11)

Smith v Butler

[2012] EWCA Civ 314 · 15 March 2012

A meeting was impracticable where the attendance required for a quorum could be withheld to prevent consideration of a director’s removal. The court could convene the meeting and direct that one specified member constitute a quorum (see paras [49]-[50]; [54]-[55]).

Latter Rain Outpouring Project Limited v Creswell Lindsay Green & Ors

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

Interprets the power to call a meeting as procedural and available where it is impracticable to hold an undisputedly lawful meeting. It cannot alter substantive voting rights or break a voting deadlock; no meeting was ordered before resolving membership. (see paras [55]-[63])

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

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

Applied to order that a company general meeting be called to implement the judgment, particularly to appoint new Qualifying Directors in accordance with the December 2020 Articles (see para [107](vi)).

What each judgment says about section 306 is in the case-law panel in the full Act.

Explanatory note

551.This section reproduces the effect of section 371 of the 1985 Act and gives the court power to order a meeting of the company and to direct the manner in which that meeting is called, held and conducted.

All the explanatory notes for the Act

Amendments and notes

1 notes from legislation.gov.uk

Commencement

  1. I121S. 306 wholly in force at 1.10.2007; s. 306 not in force at Royal Assent see s. 1300; s. 306 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) this amendment is subject to savings and/or transitional provisions, see the commentary.