An annual general meeting is a meeting of members, not a directors’ board meeting. Before preparing an AGM pack for a private company in England and Wales, establish whether an AGM is required and what decisions need to be taken.
Does the company need an AGM?
An ordinary private company does not generally have a statutory obligation to hold an AGM, but its articles or other arrangements may require one. Different rules apply to public companies and private companies that are traded companies. Check the company’s status and constitution before applying a generic timetable.
Companies House explains that private companies can take many shareholder decisions by written resolution. That route is not available for removing a director or auditor. Even where a written resolution is possible, a meeting may be useful for discussion and questions.
Decide what belongs on the agenda
List the proposed decisions and separate board matters from shareholder matters. Establish whether each proposal requires an ordinary resolution, special resolution, class consent or another approval. Check any shareholder agreement as well as the articles.
For example, discussing the company’s performance is different from approving a change to its articles. An agenda that simply says “general business” may not give members the information needed for a proposed formal resolution.
Prepare the notice and papers
Confirm who is entitled to receive notice, attend and vote; the required notice period; valid delivery methods; quorum; proxy arrangements; and any rules for remote participation. Where shorter notice is proposed, check the applicable consent requirements rather than assuming that directors can waive notice.
Prepare the agenda, resolution wording, explanatory material and a practical attendance and voting record. Allow time to answer questions before the meeting rather than sending important papers at the last moment.
Complete the record and follow-up
Record attendance, the meeting’s validity, the resolutions put to the members and the outcomes. Identify any required filings or changes to company records and give each action an owner and deadline. Keep an appropriate record of the meeting; do not send confidential minutes to Companies House merely because a resolution needs filing.
Use the general meeting pack only after checking that it fits the company and proposed business. An AGM label does not make a decision valid if the underlying procedure is wrong.
Sources and further reading
General information for England and Wales. Your circumstances may require legal, tax, financial or other professional advice.
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