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Company Law Reform Bill [HL]

moved Amendment No. 300QB:"Page 137, line 41, at end insert—" ““(   )   A private company is not required to hold an annual general meeting but section 312 shall apply to a private company if it decides to call an annual general meeting.”” The noble Lord said: Amendment No. 300QB deals with an issue that has been brought to our attention by lawyers at Travers Smith, a City law firm. Generally, the provisions relating to the conduct of an annual general meeting are expressed to apply only to public companies. It is noted that paragraph 4.2 of the consultative document on the Bill issued by the DTI on 10 June 2005 states that,"““no special statutory provision is needed for those””—" ““private”” is not in there, but it is implied—"““companies which wish to continue to hold AGMs, to lay their accounts and appoint an auditor, if they have one, at the AGM. They will be able to incorporate the necessary provisions into their constitution voluntarily if they so wish””." To avoid confusion, it would be helpful if the Bill could provide expressly that nothing in the legislation prevents a private company holding an AGM, for whatever purposes, and in such manner as may be set out in its constitution. That would at least alert private companies to the need to make specific provision in their articles, should they decide to hold AGMs. I beg to move.