Electronic Communications with Shareholders UK Guide

Overview

Electronic communication with shareholders covers any situation where a company sends statutory information, such as notices of meetings, annual accounts, or proxy forms, by email, to a personal website account, or by publishing it on the company's own website rather than posting a hard copy. The legal framework for this sits in sections 1143 to 1148 and Schedules 4 and 5 of the Companies Act 2006.

The starting point is that shareholders are entitled to receive company communications in hard copy unless they have agreed to something else. A company cannot simply decide on its own to stop posting documents. It has to either obtain individual consent from each shareholder to receive information electronically, or pass a resolution (and in some cases amend its articles) to allow website communication, with a deemed consent mechanism for those who do not respond.

In practice, most companies use a mixture of these routes. Some shareholders positively opt in to email. Others are treated, after being asked, as having agreed to website communication. A small number will insist on paper, and the company must continue to accommodate them.

Key steps

1. Review what your Articles currently allow. Before making any changes, read the company's existing articles of association carefully. Older Table A articles and bespoke articles often contain restrictions on how notices can be served. If the Articles are silent or restrictive on electronic communication, you will likely need to amend them or pass a specific resolution before moving forward. 2. Decide which route fits your company. There are two main mechanisms: individual consent from each shareholder to receive communications by email or other electronic means, and a general resolution permitting website communication with deemed consent. Larger shareholder bases usually favour the website route, while smaller companies often find direct email consent simpler and more personal to manage in practice. 3. Obtain shareholder consent properly. If you are going the individual consent route, write to each shareholder asking whether they agree to receive communications electronically and, if so, to confirm the email address they want used. Keep a clear register of who has consented, when, and to which address. Consent can be withdrawn, so your record needs to be kept up to date. 4. Pass the website communication resolution. To use the company website as a primary channel, shareholders must approve this by resolution, or the Articles must specifically authorise it. Once passed, each shareholder must be asked individually whether they agree to website communication. If they do not respond within 28 days, they are deemed to have agreed under the Companies Act 2006. 5. Amend the Articles if you want a permanent solution. Rather than relying on a standalone resolution, many companies choose to build website and electronic communication authority directly into their articles of association. This requires a special resolution (75 percent approval) and a filing with Companies House. The benefit is a durable framework that does not need to be revisited every time the shareholder register changes.

Common questions