(1)Where by any provision of the Companies Acts special notice is required of a resolution, the resolution is not effective unless notice of the intention to move it has been given to the company at least 28 days before the meeting at which it is moved.
(2)The company must, where practicable, give its members notice of any such resolution in the same manner and at the same time as it gives notice of the meeting.
(3)Where that is not practicable, the company must give its members notice at least 14 days before the meeting—
(a)by advertisement in a newspaper having an appropriate circulation, or
(b)in any other manner allowed by the company's articles.
(4)If, after notice of the intention to move such a resolution has been given to the company, a meeting is called for a date 28 days or less after the notice has been given, the notice is deemed to have been properly given, though not given within the time required.
Cases considering section 312 (3)
[2026] EWHC 1381 (Ch) · 9 June 2026Interprets
Interprets the special-notice requirement as requiring 28 days’ notice and treats the apparent failure to comply as a serious procedural issue, while recognising that procedural irregularities may potentially be cured, ignored or ratified if the majority’s will is known. (see paras [24](iii)-(iv), [25](iv)-(v))
[2023] EWHC 1433 (Ch) · 14 June 2023
Applies the provision as part of the authority to give notices connected with shareholder action and meetings. It was included in the limited power of attorney. (see paras [31], [98])
[2014] EWHC 247 (Ch) · 14 February 2014
Considers the notice requirements for a resolution requiring special notice, including the alleged impracticability of giving 28 days’ notice. The issue formed part of the unresolved dispute over the validity of the attempted director removals (see paras [46]-[47]).
What each judgment says about section 312 is in the case-law panel in the full Act.
557.This section replaces section 379 of the 1985 Act setting out the requirements for special notice resolutions. It makes provision only in relation to resolutions passed at meetings. This is because the resolutions for which special notice is required are either resolutions that are not capable of being passed as written resolutions (in the case of sections 168 and 510) or in relation to which written resolutions have their own special procedure (see sections 514 and 515).
558.There is no change from the existing law whereby at least 28 days’ notice must be given to the company of the intention to move a resolution requiring special notice. Where it is not practicable for the company to give members notice of such a resolution at the same time as it gives notice of the meeting at which the resolution is to be moved, the company must in future give at least 14 days’ notice either by newspaper advertisement or by any other manner allowed by the articles.