What is a general meeting?
A general meeting is a meeting of a company’s shareholders (unlike a board meeting, which is a meeting of the company’s directors). A general meeting can be either a non-routine meeting of a company called for a specific purpose (eg for the appointment of a director by the shareholders) or an annual general meeting.
A general meeting is generally called regarding exceptional company issues. For example:
- the appointment or removal of a company director
- amending the company’s articles of association
- approving significant loans
Instead of holding a general meeting, shareholders may also make decisions by means of written resolution. For more information, read Company resolutions.
What is an annual general meeting?
An annual general meeting (AGM) is a meeting that is required to be held annually by:
- all public companies - within 6 months following its accounting reference date
- private companies which are traded companies (ie where shares with the right to vote at a general meeting are being traded on a UK regulated or an EU regulated market by or with the consent of the company) - within 9 months following its accounting reference date
Unless a company falls into the above categories, there is no need for private companies to hold AGMs, provided its articles of association do not require it to do so.
Even where a private company is not required to hold an AGM, it may still decide to do so.
How is a general meeting called?
A general meeting can be called either by the company directors or requested by the company shareholders.
Where the company directors want to call a general meeting, they need to give the shareholders a minimum of 14 clear days’ notice. A company’s articles may require a longer notice period.
'Clear days' means that when calculating the specified notice period, the day of the meeting and the day that the notice is given, are excluded.
Company shareholders can make a request to the directors for a general meeting to be held.
Company directors must call a general meeting if they receive such a request from:
- shareholders representing at least 5% of the company’s paid-up share capital, who have the right to vote at a general meeting
- guarantors (ie the members of a private company limited by guarantee) representing at least 5% of the total voting rights of all members
Where the directors receive such a valid request, they must call a general meeting within 21 days of receiving the request. The general meeting should be scheduled for a date no later than 28 days after the date of the notice calling the meeting.
Can a general meeting be called on short notice?
Typically, unless the minimum notice period is given, the general meeting will be void. However, a general meeting may be called on short notice if a majority of the shareholders, who together hold at least 90% of voting rights in the company, agree. Note that a company's articles of association may specify a share percentage greater than 90%. Before calling a meeting on short notice the company’s articles should be checked to ensure the necessary requirements are met.
How should notice of a general meeting be given?
There is no prescribed format in which notice for a general meeting should be given. This means that notice of a general meeting can be given:
- as hard copy (eg personally or by post)
- by electronic means, eg email or fax (provided that the shareholders have consent to notice being given electronically)
- by means of a website
- partly by one such means and partly by another
Where notice is to be given by means of a website, the shareholders have to consent to notice being given in this way. Once consent has been sought, the shareholders have 28 days to respond. If no response is given, the law permits companies to treat this lack of response as agreement to publication on the website.
Where notice is given by means of a website, all parties must receive notification that the notice is available on the website. The notification must specify that the notice concerns a company meeting and the date, time and location of the general meeting. Further, the notice must remain on the website from the date of the notification until the conclusion of the general meeting. Such notice may be made by hard copy notification (eg delivery by post) or electronic communications (eg email) where the shareholders have agreed to accept that form of electronic communication.
Note that a company’s articles may include provisions prescribing the method of service and should be checked before notice if given.
Who should receive notice of a general meeting?
Notice of a general meeting should be given to all parties who are entitled to receive notice. Who is entitled to receive notice of general meetings is set out in the governing law (the Companies Act 2006) and means:
- all shareholders listed on the register of members (subject to the company’s articles)
- all company directors
What should the notice include?
The notice of the general meeting must be clear and concise and must generally include the following:
- the date, time and location of the meeting
- the general nature of the business to be discussed and dealt with at the meeting (note that this can be varied in a company’s articles)
- the full text of any special resolution (shareholder resolutions that require at least 75% of the shareholders to agree) to be discussed at the meeting, and the intention to propose such resolutions as special resolutions
- a statement informing the shareholders of their right to appoint a proxy (ie a third party appointed to exercise theshareholder’s rights to attend, speak and vote, on the shareholder’s behalf, at the company’s general meeting)
It is also considered best practice to:
- set out the day of the week on which the general meeting is to be held
- set out the full text of any ordinary resolutions (shareholder resolutions that require at least 50% of the shareholders to agree) to be discussed at the meeting
A company’s articles may set out additional requirements and should be checked before the notice is given.
Minutes of all general meetings and copies of all ordinary and special resolutions passed at the general meeting should be kept. This is the case even where there is only one company shareholder. The minutes must be kept at the company’s inspection location for at least 10 years from the date of the meeting.
The minutes of a general meeting should generally include:
- the company name and registered office address
- the date, time and location of the general meeting
- the names of everyone in attendance
- the details of any proxies present at the meeting and who they represented
- the names of any absent parties
- any resoltution/s proposed and their results (ie whether or not they passed)
- a list of member for and against the resolution/s
- any queries or objections raised
- any other business discussed at the meeting
- any closing remarks