Requisition of a shareholders’ meeting (CBCA s. 143)

Minority shareholders meet this tool when they want the board to put a matter, such as a proposed sale, to a vote. Section 143(1) lets the holders of not less than the proportion of issued voting shares that it fixes requisition the directors to call a meeting for the purposes stated in the requisition.

How s. 143 works

• The requisition must state the business to be transacted and be sent to each director and to the registered office (s. 143(2)).
• The directors must call the meeting unless a record date has been fixed and notice given, they have already called a meeting and given notice, or the business includes matters described in s. 137(5)(b) to (e) (s. 143(3)).
• If the directors do not call a meeting within twenty-one days after receiving the requisition, any shareholder who signed it may call the meeting (s. 143(4)).
• Unless the shareholders otherwise resolve at a meeting called by a shareholder under s. 143(4), the corporation reimburses the shareholders the expenses reasonably incurred in requisitioning, calling and holding it (s. 143(6)).

Where it fits

Calling a meeting is not the same as winning the vote; the vote needed depends on the matter, as with a special resolution. See whether a minority shareholder can block a sale the majority wants. This entry covers corporations under the CBCA; check the statute your corporation was incorporated under.