Variable Capital Companies Act 2018 · 2020 Revised Edition · Part 6 · Management and Administration
78. When VCC need not hold annual general meeting
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A VCC need not hold an annual general meeting for a financial year if —
VCC
“VCC” or “variable capital company” means a body corporate incorporated as such under this Act;
the directors of the VCC give written notice to the VCC’s members, at least 60 days before the last date on which a VCC must hold an annual general meeting under section 77, that an annual general meeting for the financial year will not be held; or
the VCC has sent to all persons entitled to receive notice of general meetings of the VCC the documents mentioned in section 105(1) and (2) within the period specified in section 105(1)(b).
The notice under subsection (1) may specify more than one financial year for which an annual general meeting will not be held, and subsection (1) is effective for each of those years.
financial year
“financial year”, in relation to a VCC, means —(a)the period in respect of which its financial statements are made up, whether that period is a year or not; and(b)which is determined in accordance with section 98;
However, subsection (1) does not affect any liability already incurred by reason of default in holding an annual general meeting.
For any financial year in which —
an annual general meeting would be required to be held but for this section; and
no such meeting has been held,one or more members of the VCC holding, or together holding, not less than 10% of the total number of paid-up shares carrying the right of voting at general meetings may, by notice to the VCC not later than 14 days before the date by which an annual general meeting would have been required under section 77 to be held, require the holding of an annual general meeting for that financial year.
The power of a member under subsection (4) to require the holding of an annual general meeting is exercisable not only by the giving of a notice but also by the transmission to the VCC at such address as may for the time being be specified for the purpose by or on behalf of the VCC of an electronic communication containing the requirement.
electronic communication
“electronic communication” has the meaning given by section 4(1) of the Companies Act 1967;
If such a notice is given or an electronic communication is transmitted, section 77(1) and (4) applies with respect to the calling of the meeting and the consequences of any failure to comply with section 77(1) as applied by this subsection.
Unless the contrary intention appears, if a VCC need not hold an annual general meeting for a financial year then, for that financial year —
a reference in a provision of this Act (including a provision of the Companies Act 1967 as applied by this Act) to the doing of anything at an annual general meeting is to the doing of that thing by way of a resolution by written means under section 184A of the Companies Act 1967 as applied by section 80(3);
a reference in a provision of this Act (including a provision of the Companies Act 1967 as applied by this Act) to the date or conclusion of an annual general meeting is, unless the meeting is held, to the date of expiry of the period within which an annual general meeting is required under section 77 to be held; and
the reference in section 97(1) to the lodging of a return with the Registrar after its annual general meeting is to the lodging of that return after the VCC has sent to all persons entitled to receive notice of general meetings of the VCC the documents mentioned in section 105(1) and (2).
In this section, an address of a person includes any number or address used for electronic communication.