Which statement is true about the upper limit for short notice consent threshold in private company articles?

Which statement is true about the upper limit for short notice consent threshold in private company articles?

• A. It is fixed at 90% regardless of Articles
• B. It can be up to 97% if Articles allow
• C. It must be exactly the percentage specified in the Articles, but not more than 100%
• D. Not exceeding 95% even if the Articles specify a higher percentage

Answer: (D)

The concept here is the limit on how high a private company's articles may set to approve shortening the notice for a general meeting. While the articles can specify a threshold, there is a hard ceiling: it cannot exceed 95% of the voting rights. So even if the articles say a higher percentage, you can’t rely on more than 95%. This cap keeps the process workable and protects minority interests, while still allowing near-unanimous consent if the articles choose a high threshold. The other statements misstate the rule: the allowed level isn’t fixed at 90%; it isn’t permissible to go up to 97% just because the articles allow it; and the threshold isn’t required to match exactly the articles or only up to 100%—it must stay at or below 95%.