Summary
- Only public companies must hold an annual general meeting, within six months of their accounting reference date; private companies are not required to unless their articles say so.
- Public companies must give 21 clear days’ notice and private companies 14 clear days, and the notice must set out the resolutions to be proposed.
- Ordinary resolutions pass on a simple majority, special resolutions need at least 75%, and companies must keep signed minutes for ten years.
- This article explains annual general meeting requirements for company directors and shareholders in the United Kingdom.
- LegalVision’s business lawyers specialise in advising clients on company meetings and corporate governance.
Tips for Businesses
Confirm whether your articles of association set longer notice periods or a specific quorum before you call the meeting. Diarise the six-month deadline from your accounting reference date. Circulate notice and resolutions in the correct form, record signed minutes, and file any special resolutions with Companies House within 15 days.
An annual general meeting, or AGM, is a yearly meeting where a company’s shareholders vote on key decisions, review the accounts and hold the directors to account. In the United Kingdom, AGMs are governed by the Companies Act 2006 and a company’s articles of association. Public companies must hold an AGM within six months of their accounting reference date. Private companies are not required to hold one unless their articles say so. The rules cover how much notice you give, what the notice must contain, the quorum needed, the resolutions shareholders can pass and the records you must keep afterwards. This article explains the AGM requirements in the UK and how to meet them.
Legal Framework
The main law governing AGMs in the UK is the Companies Act 2006. It sets out what companies must do to hold, run and report on an AGM.
A company’s articles of association can add further requirements on top of the Act. These often cover the quorum needed, how voting works and how much notice you must give. Read your articles before you call a meeting, because they can be stricter than the Act.
Notice of the AGM
Proper notice is one of the most important requirements. Getting it wrong can invalidate the meeting and every resolution passed at it.
Timing
Public companies must give at least 21 clear days’ notice. Private companies must give at least 14 clear days, unless their articles set a longer period. Clear days exclude the day you send the notice and the day of the meeting.
Content
The notice must include:
- the date, time and location of the meeting;
- the agenda, including all likely resolutions;
- how shareholders can appoint a proxy; and
- explanatory notes for any special business.
Delivery
You must give notice to all shareholders and directors, and to the company’s auditors. You can deliver notice electronically where shareholders have agreed to receive communications that way.
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Agenda and Resolutions
An AGM agenda usually includes both ordinary and special resolutions. It helps to understand the difference between ordinary and special resolutions before you draft the agenda.
Ordinary Resolutions
Ordinary resolutions pass on a simple majority of more than 50%. Common examples include approving the annual report and accounts, declaring dividends, re-electing directors, and appointing auditors and setting their pay.
Special Resolutions
Special resolutions need at least 75% to pass. Companies use them for major decisions, such as changing the articles of association, authorising the issue of new shares, and approving substantial property transactions.
Shareholder Proposals
Shareholders can put their own resolutions on the agenda. This right applies to shareholders holding at least 5% of the total voting rights, or to at least 100 shareholders who each hold shares on which an average of at least 100 pounds has been paid up. They must submit the proposal at least six weeks before the AGM.
Quorum
A quorum is the minimum number of members needed for the meeting to be valid. Your articles of association usually set the quorum.
Do Private Companies Have to Hold an AGM?
Most companies in the United Kingdom are private, and private companies are not required to hold an AGM. The requirement was removed under the Companies Act 2006. A private company only needs to hold one if its articles of association say so.
Instead of meeting, private company shareholders can make decisions by written resolution. The shareholders sign the resolution rather than gathering in person. An ordinary written resolution passes with more than 50% of the eligible votes, and a special written resolution needs at least 75%. The resolution takes effect once the required majority has signed.
If your articles still require an AGM, check whether that clause suits how you run the company. Many private companies amend their articles to drop the requirement and rely on written resolutions. You can read more in our guide on how a written resolution for shareholders works, which sets out the process step by step.
When you incorporate a company in England and Wales, you must maintain a number of company registers at its registered office or at the Companies House. This template includes these company registers.
Conducting the AGM
Chairperson
The chairperson of the AGM is usually the chairperson of the board. If they cannot attend, the articles of association may set out how to appoint someone else to chair the meeting.
Minutes
You must record accurate minutes as the official record of the meeting. The minutes should cover the resolutions passed, the voting results, and the discussions held. The chairperson signs the minutes, and the company keeps them for at least ten years.
Voting
Voting happens by a show of hands or by a poll. Shareholders who cannot attend can appoint a proxy to vote for them. A shareholder can appoint a proxy for a single meeting or on a standing basis. The notice of the AGM must explain how to appoint one.
Post-Meeting Reporting
After the AGM, you must:
- file the resolutions passed with Companies House, in particular special resolutions and any changes to the articles of association;
- update the company’s register of members to reflect any changes; and
- tell shareholders the outcome of the meeting.
Key Takeaways
The AGM lets shareholders exercise their rights and holds the directors to account. Meeting the requirements in the Companies Act 2006 and your articles of association keeps the meeting and its resolutions valid. Check your articles first, give notice in the correct form and on time, run the resolutions properly, and keep the records the law requires.
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Frequently Asked Questions
Is there a legal requirement to hold an AGM?
Only public companies must hold an AGM, within six months of their accounting reference date. Private companies are not required to hold one unless their articles of association say so, though they can choose to hold one voluntarily.
What is the notice period for an AGM?
Public companies must give at least 21 clear days’ notice of an AGM. Private companies must give at least 14 clear days, unless their articles of association require longer. Clear days exclude the day of notice and the day of the meeting.
What is the difference between ordinary and special resolutions at an AGM?
An ordinary resolution passes on a simple majority of more than 50% and covers routine business, such as approving accounts or re-electing directors. A special resolution needs at least 75% and is used for major decisions, like changing the articles of association.
What documents and records must we keep after the AGM?
You must keep signed minutes of the meeting for at least ten years, recording the resolutions passed and voting results. You also file certain resolutions, such as special resolutions, with Companies House, and update your register of members to reflect any changes.
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