The Compendium

Short Notice

In a company law context the phrase ‘short notice’ is used to explain a situation where there is a reduction of the minimum amount of notice that must be given to place a resolution before the general meeting of shareholders/members.

For both a special and ordinary resolution to be placed before a general meeting the minimum amount of notice that must be given to all shareholders who are entitled to attend and vote, in person or by proxy, is 14 days. This minimum time can be shortened if 90% of the shareholders in a private limited company or 95% of the members of a PLC agree to do so.

The notice can be shortened to nothing, so the general meeting of shareholders/ members can take place immediately after meeting that resolved to call it (usually the board meeting of directors).

This often happens in small companies, or family companies, or in an ‘owner managed’ company where the directors are the same people as the shareholders/ members.

[See ‘General Meeting’, ‘Shareholders’, ‘Special Resolution’, ‘Ordinary Resolution’, ‘Limited’, ‘PLC’ and ‘Owner Managed’.]

Simple Clause

A simple clause in a Retention of Title (RoT) contract, whereby legal title of goods are retained by the vendor or seller of the assets, such as stock, states that legal title to the assets passes when the payments under that (and only that) contract are made.

[See ‘Retention of Title’ and ‘RoT’.]

Simple Majority

A simple majority in a vote at a general meeting of shareholders/members is more than 50%.

An ordinary resolution requires a simple majority of those shareholders/members of a company who are entitled to attend a general meeting and vote in person or by proxy.