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Company Law Reform Bill [HL]

I am slightly puzzled because, as I read it, the amendment says something slightly different from what the noble Lord suggested. What it actually says is that:"““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””." I think that that is the purpose of the amendment. I shall answer that point, as what the noble Lord said was really quite different. Clause 311 replaces Section 366 of the 1985 Act, but will apply only to public companies since private companies are no longer to be required to hold an annual general meeting. The amendment seeks to specify that private companies are not required to hold an AGM, but that if they do, the requirements relating to public company AGM notices should apply to private companies. Our approach in the Bill has been to make no statutory provision concerning AGMs held by private companies. This does not mean that private companies cannot hold AGMs; it means only that the Bill does not provide a statutory regime. The intention is that private companies could write AGM provisions into their articles. However, the procedures for resolutions at general meetings under Chapter 3 of this part will apply to both public and private companies. I hope therefore that the noble Lord will not press his amendment.