Section 237 CAMA 2020

Annual general meeting

(1) Except in the case of a small company or any company having a single shareholder, every company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year, and specify the meeting as such in the notices calling it; and not more than 15 months shall elapse between the date of one annual general meeting of a company and the next :

Provided that—
(a) so long as a company holds its first annual general meeting within 18 months of its incorporation it need not hold it in that year or in the following year ; or
(b) except for the first annual general meeting, the Commission shall have power to extend the time within which any annual general meeting shall be held, by a period not exceeding three months so that not more than 18 months shall elapse between the date of the last annual general meeting and the date of any meeting so extended.

(2) If default is made in holding a meeting of a company in accordance with subsection (1), the Commission, may, on its own or on the application of any member of the company call, or direct the calling of a general meeting of the company and give such ancillary or consequential directions as the Commission considers expedient, including directions modifying or supplementing, in relation to the calling, holding, conducting of the meeting, the operation of the company’s articles, and that the directions that may be given under this subsection shall include a direction that one member of the company present in person or by proxy may apply to the court for an order to take a decision which binds all the members.

(3) A general meeting held in pursuance of subsection (2) is, subject to any direction of the Commission, deemed to be an annual general meeting of the company, but, where a meeting so held is not held in the year in which the default in holding the company’s annual general meeting occurred, the meeting so held shall not be treated as the annual general meeting for the year in which it is held unless, at that meeting, the company resolves that it shall be so treated.

(4) Where a company resolves that a meeting shall be treated as its annual general meeting, a copy of the resolution shall, within 15 days after the passing, be filed with the Commission.

(5) If default is made in holding a meeting of the company in accordance with subsection (1), or in complying with any direction of the Commission under subsections (2) and (3), or in complying with this subsection, the company and every officer of the company are liable to a penalty in such amount as the
Commission shall specify in its regulations.