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Learn more about Notice of Meeting in Philippines

Before an ordinary or extraordinary meeting, use this notice to inform the shareholders and directors of the date, time and place of the meeting, as well as the general nature of the business to be transacted. A company’s general meeting must comply with the requirements set out in the Companies Act and other Philippine regulations. Failure to do so may result in serious consequences. The notice of the meeting can be sent to the partners by registered mail with return receipt 21 days or 14 days before the meeting. To start preparing your general meeting, you can obtain a model notice in word format from Themis Partner. You can also download the Minutes of Meeting to summarize all decisions that have been taken.

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Table of contents

  1. When should a Notice of Meeting be sent?
  2. Who should receive the Notice of Meeting?
  3. What is included in the Notice of Meeting Letter?
  4. What types of meetings require notice?
  5. What are the notice requirements for board meetings?
  6. What is an annual general meeting?
  7. What is an extraordinary general meeting?

When should a Notice of Meeting be sent?

All shareholders must be given a clear 21-day written or electronic notice. In the case of a section 8 corporation, 14 days’ clear notice is required instead of 21 days. ‘Clear days’ are days other than the day of the meeting and the day of the notice of service. 2. If a general meeting notification is given by mail, it is deemed to be served 48 hours after the letter containing it is mailed. Each of the 21 days must be filled or completed. The day on which the member is deemed to have received the notice, as well as the day of the general meeting, must be added to the 21-day timeframe.

Who should receive the Notice of Meeting

Notify:

➤ All members, the legal representative of any deceased member, or the assignee of an insolvent member
➤ Auditors
➤ Directors
➤ Secretarial auditor
➤ Debenture trustee, if any
➤ Other individuals who are entitled to it

What is included in the Notice of Meeting Letter?

➤ Company Name: The company's name should be at the top of the meeting notice, and it should be worded precisely as it appears on the incorporation paperwork.
➤ Meeting Type: There are numerous types of meetings that a corporation may have. Regular meetings, special gatherings, and yearly meetings are examples of these. The type of meeting should be included in your meeting notification.
➤ Meeting Attendees: There are various interested parties in a firm that must be informed when a meeting is arranged and receive a meeting notice. Shareholders, the board of directors, members, corporate officials, and board managers are the most prevalent players.
➤ Meeting Date: The meeting date must be included in the announcement. Your company's documentation should specify a deadline for sending out meeting notices. Typically, notifications are distributed around 60 days before the meeting. You should give attendees plenty of time to make plans to attend the meeting.
➤ Notification Date: In addition to the meeting date, your notice should be dated so that participants know when it was sent.
➤ Meeting Time: The meeting time should be included in the meeting notification. To get the best attendance, establish a time that is convenient for as many people as feasible.
➤ The Meeting's Purpose: Throughout the year, many corporate gatherings will serve various functions. Some meetings are held to approve budgets, while others are held to declare dividends. You can put the meeting's purpose in the agenda on the notice so that participants know what to anticipate.
➤ Meeting Location: A corporate meeting can be held anywhere as long as it is permitted by the firm's statutes and state business laws. Meetings are typically held at a company's headquarters since it is most convenient for attendees.
➤ The Meeting Agenda: Include a meeting agenda in a list style on the second part of the meeting notice. Each item that will be addressed or voted on during the meeting should be included on the agenda. The first agenda item is usually approval of the previous meeting's minutes.
➤ Name and Title of the Notice Sender: In most firms, the secretary of the company or a corporate official is in charge of creating and sending out the meeting notice. In addition to the firm name, give the name and title of the person providing the notification. This individual will also have signature power and will be in charge of signing the meeting notice.

What types of meetings require notice?

Most states’ business laws demand corporate meetings. The three most prevalent sorts of gatherings that need a meeting notice are:

1. Regular Meetings: These are normally catered for in the bylaws of the firm. They are held on a regular basis throughout the year, such as monthly or quarterly.

2. Special Meeting: Special meetings are called for a special cause or topic and are not held on a regular basis. A thorough meeting notice is especially crucial for a special gathering.

3. Annual Meetings: Annual meetings, like regular meetings, are frequently mandated by state business regulations and a company’s bylaws. Shareholder meetings are typically held once a year.

What are the notice requirements for board meetings?

The standards for corporate governance, including meeting notifications, will be dictated by local state business laws and your individual company’s bylaws.

Some states do not require a notice of meeting for monthly or yearly meetings since they are planned ahead of time and recurring. However, if a special meeting is planned, you will want a meeting notice.

Your corporation bylaws should also include meeting announcements. Among the rules will be:

What is an annual general meeting?

An Annual General Meeting (AGM) is held to facilitate interaction between management and shareholders of a corporation. Except for one-person companies (OPCs), all businesses must hold an AGM at the end of each fiscal year. A company’s AGM must be held within six months after the fiscal year’s end. However, in the event of a first annual general meeting, the company may call the meeting within nine months of the conclusion of the first fiscal year. If the first AGM has already been held, there is no need to have another one in the year of incorporation. Please remember that the time between two annual general meetings should not be more than 15 months.

➤ Whether specified meeting categories require a meeting notice.
➤ The timeframe within which the notification must be given;
➤ The manner of delivery of the notice, which might be mail, email, hand delivery, or any other way;
➤ Rules and criteria for a notice waiver;

What is an extraordinary general meeting?

Except for statutory and annual general meetings, all corporate general meetings in Philipinnes are referred to as extraordinary general meetings. There is a year or 18 months between two annual general meetings. As a result, if a critical issue arises between two annual general meetings requiring shareholder approval, an extraordinary general meeting may be called.

Second, the EGM requires the company to provide extra information about the business to be undertaken at the EGM to the shareholders in the form of an explanatory statement. The following information is often included in the explanatory statement attached to the notice of extraordinary general meeting:

➤ The nature of the problem or interest, whether financial or not.
➤ Information and facts that can help members grasp the meaning, scope, and implications of business issues and make decisions.

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