Do private companies have to hold an AGM?

No. Under the Companies Act 2006, private companies are not required to hold annual general meetings. This is a change from the Companies Act 1985, which required all companies to hold AGMs. However, a private company may choose to hold AGMs voluntarily, or its articles of association may require one.

How much notice must be given for an AGM?

For public companies, at least 21 clear days' notice is required (Section 307(2)). For private companies holding a voluntary AGM, the standard 14 clear days' notice for general meetings applies. 'Clear days' means that the day the notice is given and the day of the meeting are not counted.

What business is typically conducted at an AGM?

Standard AGM business includes: receiving and adopting the annual accounts and directors' report; declaring dividends; appointing and re-appointing directors; appointing auditors and fixing their remuneration; and any special business. Shareholders may also ask questions and raise concerns.

Can shareholders attend by proxy?

Yes. Under Section 324 of the Companies Act 2006, every member of a company has the right to appoint a proxy to attend, speak, and vote at a general meeting on their behalf. A proxy need not be a member of the company. The appointment must be in writing and received by the company at least 48 hours before the meeting.

What is the quorum for an AGM?

The quorum depends on the company's articles of association. Under the Model Articles for private companies, the quorum for a general meeting is two qualifying members present in person or by proxy. For single-member companies, one member constitutes a quorum. Public companies may have different quorum requirements.

Must AGM minutes be filed at Companies House?

The minutes themselves do not need to be filed at Companies House. However, copies of all resolutions passed at the AGM — including both ordinary and special resolutions — must be filed at Companies House within 15 days under Section 30 of the Companies Act 2006. The company must keep its own copy of the minutes for at least ten years.

Free AGM Minutes Template

Minutes of an annual general meeting (AGM) are the formal written record of proceedings at a company's yearly shareholder meeting.

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meeting

Company Name*

Date of AGM*

Time*

Location*

attendance

Chairman*

Members / Shareholders Present*

business

Financial Year End*

Annual Accounts Approved?*

Dividend Declared?*

Dividend per Share

Director Appointments / Re-appointments*

Auditor Appointment

Any Other Business (optional)

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[companyName] MINUTES OF THE ANNUAL GENERAL MEETING Date: [meetingDate] Time: [meetingTime] Location: [meetingLocation] PRESENT: [attendees] The Chairman, [chairman], welcomed those present and confirmed that a quorum was present in accordance with the company's articles of association. The Chairman declared the meeting open. 1. NOTICE OF MEETING The Chairman confirmed that notice of the meeting had been duly given in accordance with the Companies Act 2006 and the company's articles of association. 2. MINUTES OF PREVIOUS AGM The minutes of the previous annual general meeting were presented. It was RESOLVED as an ordinary resolution that the minutes be approved as a correct record. The Chairman signed the minutes. 3. ANNUAL ACCOUNTS AND REPORTS The annual accounts and directors' report for the financial year ended [accountsYear] were presented to the meeting. It was RESOLVED as an ordinary resolution that the annual accounts and directors' report for the year ended [accountsYear] be received and adopted. 4. DECLARATION OF DIVIDEND It was RESOLVED as an ordinary resolution that a final dividend of [dividendAmount] be declared for the financial year ended [accountsYear], payable to shareholders on the register at the close of business on the record date to be determined by the directors. 5. APPOINTMENT OF DIRECTORS [directorAppointments] The relevant appointments were approved by ordinary resolution. 6. APPOINTMENT OF AUDITORS The meeting noted that the company is exempt from the requirement to appoint auditors under Section 477 of the Companies Act 2006. CLOSE There being no further business, the Chairman thanked those present for their attendance and declared the meeting closed at [TIME]. Signed as a correct record: ___________________________ [chairman] Chairman Date:

Important Notes

Legal Disclaimer

Under the Companies Act 2006, Section 336, public companies must hold an AGM within six months of the accounting reference date. Private companies are not required to hold AGMs (Section 336(1)) but may choose to do so. Minutes of general meetings must be kept under Section 355, and a record of resolutions passed at general meetings must be kept under Section 355 for at least ten years. Ordinary resolutions require a simple majority (Section 282), and special resolutions require a majority of at least 75% (Section 283). Shareholders must be given at least 14 clear days' notice of a general meeting for a private company (Section 307(1)), or 21 clear days for a public company AGM (Section 307(2)). The right of members to appoint proxies is provided by Section 324.

This template is provided for informational purposes only and does not constitute legal advice. For complex legal matters, we recommend consulting a qualified solicitor.

Frequently Asked Questions

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