Change to number of members required to request directors to call company general meeting

The Government has introduced the Corporations Legislation Amendment (Deregulatory and Other Measures) Bill 2014 into the House of Representatives.

It is similar to the exposure draft released in April 2014 except that it does not amend the dividends payments test: Background.

Principally, if passed, the Bill amends section 249D of the Corporations Act to remove the 100 member minimum to require directors to call a company general meeting.

Unless a company’s constitution preserves the 100 member requirement, only members with a total of five per cent of voting shares who are entitled to vote at the annual general meeting of a company may request that directors hold a general meeting.

One hundred shareholders continue to be able to put a resolution on the agenda of general meetings (section 249N) and circulate material to other members at the expense of the company (section 249P).

The amendments commence on the day the Bill receives Royal Assent.

Where at least 100 members who are entitled to vote at the general meeting have requested directors of a company to call and arrange to hold a general meeting before the commencement of the amendments, the amendments to section 249D made by the Act do not apply.

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