Annual general meeting

Must a company hold annual general meetings and, if so, what are the laws concerning timing?

All public companies must hold annual general meetings. The time limit is six months from the accounting reference date.

Private companies are only required to hold annual general meetings if it is specifically required by their articles and most private companies do not hold annual general meetings. It is a specific requirement of the 1948 Table A but not of the 1985 Table A, even though the 1985 Table A makes reference to annual general meetings. It is not a requirement of the new model articles for private companies.

We are getting close to the last permitted date for the annual general meeting and the accounts are not ready. What can we do?

You could try harder to get the accounts ready, but you have probably already thought of that. There are two possibilities:

You could hold the annual general meeting without laying the accounts, then lay the accounts later at a general meeting. Accounts are normally laid at an AGM (if they are laid), but subject to anything to the contrary in the articles it is permitted to lay them at a general meeting.

The AGM could be opened then adjourned to a later date when the accounts will be ready. This does comply with the law, but of course it can only be done with the consent of the members.

Must certain business be conducted at an AGM and is there some business that cannot be conducted at an AGM?

Subject to anything to the contrary in the articles the answer is no to both questions. All business can be conducted at an AGM and all business can be conducted at a general meeting. Certain business is normally conducted at an AGM but this is a matter of convention, and possibly also of convenience and expense.

What is the normal business of an annual general meeting?

The usual business of an annual general meeting is:

Consideration of the accounts and reports.

Declaration of a final dividend, if one is to be paid.

Appointment or reappointment of the auditors and the fixing of their remuneration. In practice it is usually resolved that their remuneration be fixed by the directors.

The election or re-election of directors.

All these matters are the subject of ordinary resolutions.

Is it lawful to hold an annual general meeting at which no business is transacted?

Yes - with the consent of the members. Such a meeting can count as the annual general meeting.

Can the members require that a resolution be circulated in connection with a forthcoming annual general meeting?

In a public company a requisition may be given by the holders of not less than 5 per cent of the total voting rights exercisable at the meeting to which the requisition relates. Alternatively it may be given by at least 100 members holding shares in the company on which there has been paid up an average sum, per member, of not less than £100.

The requisitions can require notice to be given of a resolution that it is intended to be moved at the next annual general meeting. They can also require that a statement up to 1,000 words long be circulated. The expense of doing this will fall on the company if the resolution is received before the end of the financial year preceding the meeting.

The right no longer exists in a private company.

Chairman and conduct of meetings

Who will be the chairman of a members' meeting?

It depends on the articles. Table A says that it will be the chairman of the board of directors if any, if present and willing to act. If this situation does not obtain, it will be any director nominated by the board of directors, if present and willing to act. If, 15 minutes after the time appointed for the start of the meeting, no director is present and willing to act, the members present shall choose one of their number to act as chairman. The new model articles are similar, but mention 10 minutes rather than 15 minutes.

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