Annual General Meeting (AGM)

An annual general meeting (AGM) is a formal meeting of a company’s shareholders held once a year. It gives shareholders the opportunity to review the company’s performance, ask questions of the directors and vote on key decisions. While private companies are no longer required to hold AGMs, public companies must hold one every year.

Who Must Hold an AGM?

Private companies that were incorporated before October 2008 may still have articles that require an AGM. If so, the requirement stands unless the articles are amended by special resolution (75% majority).

AGM Timing and Frequency

For public companies:

• The first AGM must be held within 6 months of the end of the financial year in which the company was incorporated
• Subsequent AGMs must be held within 6 months of the end of each financial year
• No more than 15 months can elapse between one AGM and the next

There is no specific calendar requirement – the AGM can be held at any time within the 6-month window after the financial year end.

Example Timeline

For a public company with a financial year ending 31 March:

Notice Requirements

The company must give shareholders proper notice of the AGM:

Clear days means the day the notice is sent and the day of the meeting are excluded. For a public company AGM on 30 September, the latest date to send notice would be 8 September (21 clear days before).

What the Notice Must Contain

• The date, time and place of the meeting
• The general nature of the business to be transacted
• The full text of any special resolutions to be proposed
• A statement of the member’s right to appoint a proxy
• For traded companies, information on how to submit questions in advance

Business Transacted at an AGM

The typical AGM agenda covers:

Ordinary Business

Special Business

Any other business proposed is treated as special business and must be specifically described in the notice. Common examples include:

• Authority to allot shares (ordinary resolution under s.551)
• Disapplication of pre-emption rights (special resolution under s.570)
• Amendments to the articles (special resolution)
• Approval of directors’ remuneration (advisory vote for quoted companies)
• Political donations exceeding £5,000 (ordinary resolution)

Shareholder Voting

Voting Methods

A poll can be demanded by:

• At least 5 members with voting rights
• Members holding at least 10% of total voting rights
• The chairman of the meeting

For traded companies, a poll is required on every resolution.

Proxies

Every shareholder has the right to appoint a proxy to attend and vote on their behalf. The proxy:

• Does not need to be a member of the company
• Can speak and vote at the meeting
• Must be appointed in writing using a proxy form
• Must be received by the company at least 48 hours before the meeting (not counting non-working days)

For traded companies, the proxy form must be made available for download from the company’s website.

Quorum

The quorum is the minimum number of members who must be present for the meeting to be valid:

The company’s articles may specify a different quorum. If a quorum is not present within 30 minutes of the scheduled start, the meeting is adjourned.

Conducting the AGM

Before the Meeting

• Prepare and distribute the notice with the required lead time
• Prepare proxy forms and distribute to shareholders
• Prepare the annual accounts, directors’ report and auditors’ report
• Prepare draft resolutions for each item of business
• Confirm the venue and logistics

At the Meeting

• The chairman opens the meeting and confirms quorum
• The chairman introduces each item of business
• Shareholders ask questions and the directors respond
• Resolutions are voted on (by show of hands or poll)
• The chairman declares the result of each vote
• The meeting is closed

After the Meeting

• Draft and file minutes of the meeting
• File any special resolutions with Companies House within 15 days
• Process the dividend (if declared) by the payment date
• Update company records as required
• Notify the auditors of their reappointment

Minutes of the AGM

The company must keep minutes of every general meeting for at least 10 years from the date of the meeting (s.355). Minutes should record:

• Date, time and place of the meeting
• Members present and proxies received
• Each resolution proposed and the result
• Key questions raised and answers given
• Any other business discussed

Minutes signed by the chairman are evidence of the proceedings. In the absence of evidence to the contrary, they are presumed to be accurate.

AGM for Private Companies

Although private companies are not required to hold AGMs, many choose to do so voluntarily because:

• It provides a formal opportunity for shareholders to review performance
• It builds shareholder engagement and trust
• It is required by the company’s shareholders’ agreement
• It creates a structured forum for approving dividends and accounts

Private companies that do not hold AGMs can pass all resolutions as written resolutions instead. This is simpler for small companies with a handful of shareholders.

Failure to Hold an AGM (Public Companies)

If a public company fails to hold an AGM within the required timeframe:

• Any member can apply to the court to call the meeting
• The Secretary of State can direct the company to hold one
• The company and every officer in default commits an offence and can be fined

Electronic AGMs

Since the pandemic, many companies have adopted hybrid or fully electronic AGMs. The Companies Act allows general meetings to be held electronically if the company’s articles permit it.

For traded companies, the Financial Conduct Authority requires that electronic meetings provide shareholders with a reasonable opportunity to:

• Ask questions
• Vote on resolutions in real time
• Access the meeting documents

Private companies can hold meetings by telephone, video conference or any other electronic means, provided the articles do not prohibit it and all members can participate effectively.