Calling an AGM

An AGM is simply a General Meeting of members that is held annually.

It is possible that the Articles of Association do not state that an AGM must be held. (This is common with companies registered before 2006 as the previous companies acts all required companies to hold an AGM and therefore there was no need to incorporate this requirement in the Articles of Association). This changed when Part 13 (sec281 – sec361) of the Companies Act 2006 came into effect on 1 October 2007. The 2006 Companies Act now applies by default and unless the Articles of Association are amended by special resolution to require an AGM there is no longer any requirement to hold one unless the meeting is called by:

a) The Directors – giving 14 clear days’ notice or any longer period stated in the Articles (s307). Note that the clear days includes weekends and bank holidays (Model Articles s41(5)). The 14 days’ notice can be reduced or waived provided the holders of at least 90% of the voting rights agree (unless a greater percentage is required by the company articles up to a maximum of 95%). (s307(4)).

b) One or more Members – A member who has more than 5% of the voting rights may ask the directors to call a general meeting.