Malta · General meetings, directors, the secretary and the auditors

Convene the annual general meeting, give notice and record the resolutions

the Companies Act, Chapter 386 · articles 128 to 131, 133, 135 and 149, and First Schedule, Part I, paragraphs 30, 33, 36 to 39, 41, 42, 44, 47, 48 and 49

The two hard numbers in this area are the fifteen months between annual general meetings and the fourteen days' written notice, and both are tested by the calendar rather than by intention. A meeting held on short notice is deemed not duly convened unless the Act's own exception is met.

The second trap is the record. Every company must cause minutes of all proceedings of general meetings to be kept, and the minute books have to be kept in the way article 149(3) requires. Where the articles do not displace them, the model regulations decide the quorum, who takes the chair, when a poll may be demanded and how a proxy is lodged.

Every company must in each year hold a general meeting as its annual general meeting, specify it as such in the notices calling it, and not more than fifteen months may elapse between the date of one annual general meeting and the next (article 128(1)). The directors must, on the requisition of the members described in article 129(1), convene a general meeting, the requisition stating the objects and being signed as article 129(2) requires, and any reasonable expense incurred by the requisitionists on the directors' failure is dealt with under article 129(4).

A general meeting is deemed not to have been duly convened unless at least fourteen days' notice has been given in writing, and any provision in the memorandum or articles is construed as requiring fourteen days' notice in writing (article 130). The provisions in article 131(a) have effect in so far as the articles do not otherwise provide. The appointment of a proxy must be in writing (article 133(2)), and in every notice calling a meeting the statement required by article 133(3) must appear with reasonable prominence.

A resolution is an extraordinary resolution where the conditions in article 135(1) are met. An ordinary resolution is passed by a member or members having the right described in article 135(2). In the case of a private company, a resolution is an extraordinary resolution in the circumstances set out in article 135(3).

Every company must cause minutes of all proceedings of general meetings to be kept (article 149(1)), and the books containing those minutes are kept as article 149(3) requires.

Under the model regulations, the annual general meeting is held as First Schedule, Part I, paragraph 30 provides, and a general meeting is called by fourteen days' notice under paragraph 33. No business is transacted unless a quorum is present under paragraph 36, and if a quorum is not present within half an hour paragraph 37 applies. The chairman of the board presides under paragraph 38, failing which paragraph 39 applies. A resolution is decided as paragraph 41 provides, a poll is taken under paragraph 42 except in the case in paragraph 44, an objection to the qualification of a voter is raised under paragraph 47, and the instrument appointing a proxy is deposited under paragraph 48 in the form set out in paragraph 49.

Files 22 and 73 of the MT-COMPANY pack take the meeting from the notice to the minute book. File 22 asks for the date of the last annual general meeting and the date of the current one and measures the fifteen months in article 128(1), then asks for the date the notice was given and the date of the meeting and measures the fourteen days in article 130. It then walks any members' requisition, the form of proxy, the classification of each resolution as ordinary or extraordinary under article 135, and the minute book under article 149. File 73 applies the model regulations on quorum, chairman, poll and proxy wherever your articles have not displaced them.

This situation is covered by these files from the pack MT-COMPANY

• File 22 · General meetings: convening, notice, proxies, resolutions and minutes
• File 73 · Model regulations: general meetings, notice, quorum, the chairman and voting

ComplianceSME tracks the Companies Act and issues update files through the membership, so that you are never working from a superseded version. Membership

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