Annual General Meeting (AGM) UK: Rules & Notice

Overview

A general meeting is a formal gathering of a company's members (its shareholders) called by the directors so that members can vote on matters that sit above the day-to-day running of the business. Typical items include approving accounts, appointing or removing directors, authorising share issues, changing the articles, or sanctioning a major transaction.

An Annual General Meeting is a specific type of general meeting that public companies in the UK are required to hold each year under the Companies Act 2006. Private companies are not obliged to hold an AGM, although their articles may still require one, and many choose to run something similar as a matter of good governance.

Any other meeting that falls outside the annual cycle is simply referred to as a general meeting. Whatever the label, the mechanics are broadly the same: the directors call the meeting, shareholders receive formal notice, business is put to a vote, and the resolutions passed are recorded in writing.

Key steps

1. Decide what needs a shareholder vote. Before calling a meeting, the board should be clear on which decisions genuinely require member approval and which can be handled at board level. Matters like altering the articles, approving a significant transaction, or reappointing auditors typically sit with shareholders. Check the company's articles and any shareholders' agreement first, as they often tighten or expand the default position.
2. Prepare and issue the notice of meeting. Shareholders must be given proper written notice stating the date, time, place, and general nature of the business. For most general meetings the minimum notice period is 14 clear days, and 21 clear days for a public company AGM. The notice should also explain voting arrangements, including the right to appoint a proxy, and be sent to every person entitled to receive it.
3. Circulate supporting papers and proposed resolutions. Alongside the notice, it is good practice to send the text of any special resolutions, the annual accounts where relevant, and a clear agenda. Shareholders need enough information to form a view before they vote. For AGMs in particular, the directors' report and auditor's report usually accompany the notice so members can scrutinise performance.
4. Hold the meeting and take the votes. On the day, the chair opens the meeting, confirms it is quorate, and works through the agenda. Resolutions are put to the members and can be decided on a show of hands or a poll, depending on the articles and any valid request made. Proxy votes lodged in advance must be counted. The chair should keep proceedings orderly and make sure every resolution is clearly carried or defeated.
5. Record and file the resolutions. After the meeting, written resolutions should be prepared capturing exactly what was passed, the date, and the required majority. Special resolutions and certain ordinary resolutions must be filed at Companies House, generally within 15 days. Minutes should be kept in the company's records for at least ten years, as they are the primary evidence that decisions were properly made.

Common questions