Failure of Directors to Call a General Meeting Charge in Vic

Author: Bill Doogue

Practice area: ASIC offences

Bill is a founding Director of Doogue + George, ranked by Doyle's Guide as a Preeminent Criminal Defence Lawyer in Victoria (2026) and an LIV Accredited Criminal Law Specialist since 1998 with over 30 years of experience in complex criminal and corporate matters. His depth of experience in this area means clients receive accurate, considered advice.

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Bill authored this content and last revised it for accuracy on 6 August 2026.

What is the offence of Failure of directors to call general meeting?

This offence arises under section 249E of the Corporations Act 2001. It concerns directors who do not comply with statutory obligations triggered by a valid request from members to convene a general meeting, including calling the meeting within the required timeframe and meeting associated procedural obligations.

Key points

What must be proved: A valid request for a general meeting was made under section 249D and the director failed to comply with obligations under section 249E.
Nature of the conduct: Failing to call the general meeting and related failures connected to enabling members to hold the meeting.
Where the charge is heard: Magistrates’ Court.

Common defences may include Showing that reasonable steps were taken to comply with obligations relating to the meeting or to address members’ reasonable expenses.

This offence is committed by a director who failed to call a general meeting within 21 days following a request for a company meeting to be held in accordance with section 249D.

Have you been accused of Failure of Directors to Call General Meeting?

Interview

ASIC officers are trained in interview techniques and they interview people every day. They will ask you questions to rattle you or present information in a way that makes it seem that a conviction is certain. This might urge you to think your only option is to try and explain your side of the story to talk your way out of being charged with Failure of Directors to Call General Meeting.

This is not always the case and you should speak with a lawyer before making any comments. Making a comment requires careful thought and you should only do so if directed by a lawyer.

Pleading Not Guilty

It is your right to plead not guilty to Failure of Directors to Call General Meeting if you deny the allegations. Our lawyers are experts at preparing for trial. A trial is an investment in that the more preparation you put in the more you increase your chances of a not guilty verdict. There is a lot at stake in a criminal trial and it is important that the firm you work with has accredited criminal law specialists on their team.

Our firm has in-house counsel who can work with you through every stage of the matter. We can assist you to prepare to give evidence. We can assist you to brief more senior counsel where appropriate or where it is simply desirable. Our experts can provide the passion and skill to help you successfully defend the charges levelled against you.

Pleading Guilty

Pleading guilty can be a very daunting experience. We are experienced at plea making and achieving the best possible outcomes for our clients at sentencing. We care about your personal circumstances and history and work hard to make sure the Court cares as well. Our lawyers can help you through the process so that you can accept responsibility for the charges and move on with your life.

Examples of Failure of Directors to Call General Meeting

The board of Directors have failed to call a general meeting. Members entitled under s 249D to call a general meeting attempt to call a meeting but are not provided with a register of all of the members.
Members entitled to call a general meeting hold a meeting but they are not reimbursed for the cost of printing the agendas for the meeting.

Defences

You are a Director in a company and took reasonable steps to provide the members with the register.
You are a Director in a company and took reasonable steps to reimburse the members who organised the meeting.

There are other possible defences, depending on the circumstances surrounding the alleged offending. Each matter is unique and requires an individual approach and strategy.

Questions in cases like this

Why was there failure to call a General meeting?
Did you know that a registrar of members was not provided?
Did you know that members were not reimbursed for holding a general meeting?

Court that deals with this charge

A charge of Failure of Directors to Call General Meeting (s249E of the Corporations Act 2001) will generally be heard in the Magistrates’ Court.

Legislation & Maximum Penalty

The section that covers this offence is section 249E of the Corporations Act 2001. The maximum penalty is 20 penalty units ($4,182.00 — as at 2026–27) for this charge.

What is the legal definition of Failure of Directors to Call General Meeting?

It is an offence for Directors of a company not to provide a copy of the register of members to the members holding the general meeting. It is also an offence for Directors not to pay the reasonable expenses of holding a general meeting.

FAQs for Failure of directors to call general meeting

When are directors required to call a general meeting?

Directors are required to call a general meeting when members make a valid request under section 249D of the Corporations Act 2001. Once that request is made in accordance with the Act, directors must act within the statutory timeframe and comply with associated obligations connected to holding the meeting.

What conduct can lead to a charge under section 249E?

A charge can arise if directors fail to call the requested general meeting or fail to meet related statutory duties that apply once members seek to convene the meeting themselves. This includes obligations connected to facilitating the meeting process rather than obstructing it.

Does the offence only relate to calling the meeting?

No. The offence also extends to failures linked to the conduct of the meeting, including obligations that arise when members proceed to hold a general meeting themselves. These obligations are designed to ensure members can properly exercise their rights under the Act.

What issues are commonly examined in these cases?

Common issues include whether the request for a meeting was valid, whether directors complied within the required timeframe, and whether reasonable steps were taken to meet obligations connected to the meeting, such as enabling access to necessary information or addressing meeting-related costs.

Which court deals with failure to call a general meeting charges?

Charges for failure of directors to call a general meeting under section 249E of the Corporations Act 2001 are generally heard and determined in the Magistrates’ Court.