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For private companies, ensuring compliance with the requirements set under the law for your shareholder meetings is essential. It legitimises decision-making processes and protects the company from potential legal risks and disputes. These meetings also play a crucial role in decision-making, governance and ensuring transparency within a company. This article explores what a shareholder meeting is and specifically outlines the requirements set by New Zealand law for shareholder meetings in private companies.
What is a Shareholder Meeting?
A shareholder meeting involves the company’s owners, known as the shareholders. The company must organise general shareholder meetings to debate and resolve critical business matters and make decisions.
The purpose of shareholder meetings can cover the following:
- financial reporting;
- board elections;
- policy changes; and
- open communication
Under the Companies Act 1993, every company under New Zealand law must hold annual shareholder meetings. Private companies do not publicly disclose their financial performance and operations. While private companies have more flexibility than public companies, they still must comply with legal obligations outlined in the law and their own company constitution.
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Examples of Legal Formalities
Some examples of legal formalities for Shareholder Meetings include the following:
|Providing notice to your shareholders
|Shareholders must receive notice of the meeting within a specified notice period, ten days before the meeting date.
The notice must comprehensively outline crucial details such as the meeting’s date, time, location, agenda items, and any proposed resolutions.
Notices can be sent electronically or by mail, depending on the company’s communication policies.
|Establishing a Quorum
|A quorum is the minimum number of shareholders required for a shareholder meeting. Large companies may have a larger quorum.
|Attendance and location
|Shareholders gather at a scheduled time and place in person. Shareholders join the meeting through audio, audio-visual, or electronic communication, such as through a Zoom call. A combination of in-person and online if some shareholders cannot be physically present.
|A vote becomes binding if the quorum is present within 30 minutes of the time appointed for the meeting. Therefore, it is highly recommended that shareholders join in through an online calling platform if they cannot be physically present for the meeting.
Voting can be conducted by:
+ voice; or
+ a show of hands.
Depending on the company constitution, a shareholder may exercise their right to vote by casting a postal vote following the law. The most secure way would be to cast a postal vote through an electronic method permitted by the company board.
|Detailed minutes capturing the proceedings must be recorded and maintained by the company secretary or an appointed individual.
Resolutions passed through during these meetings are also documented and preserved as part of the company’s official records to ensure transparency and documentation of the decision-making.
|Occasionally, you may need to call for a special meeting to vote on specific issues. For example, your company could call for a special meeting to decide on proposed changes to the company constitution. Shareholders have the opportunity to attend those meetings.
Failure to Comply
Failure to comply with these legal requirements may result in penalties of legal consequences for both the company and its officers. However, it is essential to note that you can still make decisions without running a shareholder meeting.
When conducting a shareholder meeting, you should also consider adopting best practices to improve their effectiveness and transparency.
Some key recommendations for Shareholder Meetings include the following:
|Hold regular meetings and provide accessible information to shareholders
|Doing so maintains transparency and clear communication between shareholders, builds trust, holds accountability, and strengthens relationships.
|Following the meeting, welcome shareholders to share their feedback.
|Doing so improves shareholder engagement, leading to continuous improvement and better decision-making that benefits the company.
|Involve the use of technology for your shareholder meetings.
|Doing so allows broader shareholder participation and ensures the security of the meetings online if they are conducted on secure platforms.
|Implement a review process to mitigate any risks.
|Regularly reviewing meeting procedures and making necessary adjustments to address gaps can enhance productivity for the next meeting while maintaining compliance.
In conclusion, compliance with the legal requirements governing shareholder meetings is essential for private companies in New Zealand. It not only fulfils legal obligations but also upholds transparency, protects shareholder rights, and mitigates risks for the company.
Companies can conduct meetings effectively by following best practices and ensuring meticulous adherence to statutory requirements. This helps foster trust and confidence among shareholders and stakeholders. Naturally, the same goes for annual general meetings of shareholders.
If you need any guidance running your shareholder meeting, LegalVision’s experienced business lawyers can assist as part of our LegalVision membership. For a low monthly fee, you will have unlimited access to lawyers to answer your questions and draft and review your documents. Call us today on 0800 005 570 or visit our membership page.
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