Case Background & Strategy

The Companies Act 2016 arms members with enforceable rights: members holding at least 10% of paid-up capital (or a lower percentage if the constitution provides) may requisition the directors to convene a meeting under section 311, and may themselves convene one if the board defaults. Members also have rights to notice, to appoint proxies, to circulate resolutions and statements, and to inspect key corporate records.

Requisitioning a meeting

The requisition must state the business proposed, be signed by the requisitionists and deposited at the registered office. The directors must then convene the meeting within the statutory timeline; if they fail, the requisitionists may convene it themselves and recover reasonable expenses from the company. Requisitioned EGMs are the standard vehicle for contested director removals and board reconstitution, and technical compliance is attacked forensically — the paperwork must be exact.

Information rights

Members may inspect registers and obtain copies of financial statements. The court may also order inspection of company records on a member’s application in defined circumstances. In practice, information asymmetry is the minority’s biggest handicap, and the statutory access rights — used early — shape everything that follows.

When rights are frustrated

Boards facing a hostile requisition sometimes delay, adjourn or manipulate meeting mechanics. The courts can intervene: ordering meetings under section 314 where it is impracticable to convene one, restraining improper conduct of meetings, and treating the frustration of members’ rights as evidence of oppression.

Frequently asked questions

Can a shareholder demand board minutes?

Board minutes are generally not open to members as of right; access is typically pursued through litigation-stage discovery or court-ordered inspection.

How fast can an EGM be forced?

Statutory timelines run in weeks, not days — which is why requisitions are often paired with injunction applications to hold the ring.

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