To ensure that your company is governed correctly, it is essential to understand the types of shareholder meetings that should take place and when they should be held. The key meetings are:
A general meeting is held to consider and pass resolutions presented to members and will be specified within the Companies Act 2006 or the Articles of Association of the company. In practice general meetings are held when business is too urgent to be kept until the Annual General Meeting.
General meetings are usually convened by the directors, however in some circumstances can also be called by the members, auditors or courts. Private companies are, in many circumstances, able to circulate a written resolution to members rather than hold a general meeting.
For all general meetings notice must be given to those eligible to attend. The Companies Act 2006 states that the statutory minimum notice that can be given for a general meeting is 14 days, although a company’s Articles of Association can extend this period. Special notice must be given in some cases, including when removing a director and in certain situations regarding the appointment or removal of the auditor.
Annual General Meeting (AGM)
Private limited companies are no longer required to hold an AGM as per the Companies Act 2006, however will still need to if the company’s Articles of Association state this. Conversely, public companies are still required to hold an AGM and it must be held within six months of the financial year end. At the AGM directors appear before the shareholders to give them an account of their management of the company.
The Companies Act 2006 states that notice of 21 days should be given of an AGM and it should be clear within the notice that the meeting being held is the AGM.
The contents of the AGM can be decided by the individual company and laid out in their Articles of Association. As directors must lay the accounts of the company to a general meeting before the filing deadline, this is a common consideration within AGMs. Other common business includes declaration of dividends, election of directors, appointment of auditors and consideration of ordinary or special resolutions.
Extraordinary General Meeting (EGM)
Previously the term EGM was used to describe any meetings which were not the company’s AGM, however this was discontinued when the Companies Act 2006 came into effect, meaning that all meetings are now General Meetings or AGMs.
Shareholder meeting enquiries
If you are unsure about the type of meeting that should be held in your specific circumstance or you require assistance with the administration of your meeting please contact us for more information. You can email us at [email protected]
or call us on 020 8429 9245.