As you are leaving a meeting of the board of directors, you meet Mr Shida, a shareholder, who is aggrieved that since the time the company was incorporated three years ago, no annual general meeting has ever been held by the company. He seeks your advice. Advise him

Mr Shidas problem is based on the failure of a company to hold an annual general meeting. Under the provisions of the Companies Act, every company much in each year hold a general meeting as an annual general meeting. The first general meeting must be held within 18 months of incorporation and subsequently 15 months must not elapse from the date of one annual general meeting to that of the next. In this case Excellent Home care Agencies Ltd has not held an annual general meeting as required by law. A criminal offence has been committed for which the company and officers in default are liable to a fine not exceeding Kshs. 2,000.

My advise to Shida is to:
• instigate the prosecution of the company and its directors for the default.

• apply to the registrar to call or direct the calling of an annual general meeting. A general meeting convened by or accordance with the directions of the registrar is duly constituted by one member present in person or by proxy.

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