Any companies wishing to call a general meeting during the ongoing postal strikes need to ensure that the notice will be validly sent. Placing an advert in a national newspaper is not a valid means of serving notice.
Section 308 of the Companies Act 2006 provides that notices of general meetings can only be sent to shareholders in three ways: (i) hard copy; (ii) electronic means; or (iii) by website. In the latter case, under the Act’s electronic communication provisions, a notification of the notice’s publication on the website will need to be sent, and this generally means sending hard copy notifications to most shareholders.
Where a document is sent by post to an address in the UK and the company is able to show that it was properly addressed, prepaid and posted, it is deemed to have been received by the intended recipient 48 hours after it was posted (Section 1147(2) CA 2006). If there is a total stoppage of the postal system, however, companies should not rely on Section 1147(2) or a corresponding provision of the company’s Articles as deeming the posted notices to have been received. In the case of partial disruption to the postal system, it might still be possible to rely on Section 1147(2).
Putting notice of a meeting in a national newspaper is not a valid method of serving notice, even if it is specifically allowed by the Articles. This is because it is not one of the methods provided in Section 308 CA 2006. However, advertising in a newspaper is a good idea to ensure publicity for a meeting where there is postal disruption.
Companies should consider delaying calling the meeting until after the strikes end. Otherwise they will need to find alternative means of sending hard copy notices, such as using courier services.
