AGM vs EGM: Decoding the Two Key Shareholder Meetings

If you’re running a company in the UK-or thinking about setting one up-you’ll likely come across two very important acronyms: AGM and EGM. These stand at the core of proper company governance, giving shareholders a voice on everything from everyday business to those urgent make-or-break decisions. But what exactly is the meaning of AGM"What's an EGM" When is each one needed, and why are they so crucial for your company’s transparency, compliance, and long-term success? Don’t worry if you’re not sure about these meetings yet-by the end of this guide, you’ll have the clarity you need to confidently keep your business on track and your shareholders engaged. Let’s break it all down.

What Is an AGM?

An AGM stands for Annual General Meeting. It’s exactly what it sounds like: a meeting of shareholders that must be held once a year (in most cases), where routine but vital company business is handled.

AGM Meaning, Explained

Think of the AGM as your company’s yearly check-up. It’s scheduled in advance, happens at regular intervals, and follows a set agenda. The AGM meaning centres around formal accountability-the board reports to the shareholders, and key decisions are made together. At an AGM, typical business includes:

• Reviewing and approving annual accounts and reports
• Appointing (or re-appointing) directors
• Appointing auditors
• Discussing dividends and shareholder queries
• Addressing any other general business as required by your company’s Articles of Association

AGMs ensure transparency and allow shareholders to hold the board to account in a formal setting.

Are AGMs a Legal Requirement?

For many companies, yes-an AGM is either a legal obligation or a constitutional requirement. If your company’s Articles of Association specify holding an AGM, it must be done, regardless of company type. However, since the Companies Act 2006, private companies are no longer automatically required to hold AGMs unless their constitutional documents require it. Public companies, on the other hand, must still hold an AGM within six months of their annual accounts reference date. For charities and not-for-profits, the situation can depend on your governing documents. Many charities have removed the AGM requirement, but older constitutions might still require one, so it’s always worth checking.

What Happens at an AGM?

The business discussed at AGMs tends to be procedural but essential for the smooth running of your company. Here’s what you can expect at a typical AGM:

• Presentation of financial statements
• The directors’ report
• Appointment (or resignation) of directors
• Setting auditors or reviewing their performance
• Shareholder Q&A and voting on key company decisions

In the UK, notice of the AGM (with agenda) must be given to all shareholders in accordance with your company’s Articles and the minimum statutory timescales-usually at least 21 clear days in advance.

Does Every Company Need to Hold an AGM?

Not every private company must hold an AGM, but public companies do. Private companies can opt out if their Articles allow it, but some smaller firms and regulated entities (like certain charities or memberships) might still need one under their constitutions or sector guidelines.

EGM Meaning: What Is an Extraordinary General Meeting?

An EGM (Extraordinary General Meeting, sometimes called an "extra general meeting") is quite different from an AGM-even though both are meetings of shareholders. An EGM is any shareholder meeting that’s not the regularly scheduled AGM. In other words, it’s called only when something important can’t wait until the next AGM. Think of it like a “special session” for big or urgent decisions:

• Major changes to company structure
• Urgent disputes that need shareholder resolution
• Approving mergers, acquisitions, or significant asset sales
• Amending the company’s Articles of Association
• Removing a director outside the normal rotation
• Responding to shareholder petitions or legal obligations

Unlike AGMs, there’s no fixed schedule for EGMs-a company might not have one for years, or could need several in a single year if things get complicated.

What Is the Extraordinary General Meeting Meaning?

The meaning of extraordinary general meeting is simple: it’s a meeting for matters deemed ‘extraordinary’, or outside the ordinary routine business of the company. Any urgent or significant issue that can’t wait for the next AGM (or that requires shareholder approval according to company law or your Articles) is handled through an EGM. So if you’ve heard someone mention an "extraordinary annual general meeting", they likely meant an "extraordinary general meeting"-the two are distinct, with EGM always meaning an unscheduled, special-purpose meeting.

Why Are AGMs and EGMs So Important For Your Company?

Both AGMs and EGMs are core to good company governance in the UK. They provide transparent forums for:

• Sharing company performance and strategy
• Electing key leadership roles (like directors and auditors)
• Dealing with vital company decisions that impact shareholders’ rights and value
• Complying with legal obligations under the Companies Act 2006, which requires certain decisions be made by shareholder resolution at a properly convened meeting
• Resolving disputes or addressing issues that can’t (or shouldn’t) be decided solely by the board

Holding these meetings-and keeping proper records of decisions-shows commitment to transparency, legal compliance, and shareholder engagement. This is especially important if you’re seeking funding, trying to grow, or need to demonstrate due process in significant transactions.

What’s the Difference Between an AGM and an EGM?

Purpose and Timing

• AGM: Regular, scheduled, focused on routine governance and reporting. Usually annual.
• EGM: Ad-hoc, unscheduled, focused on urgent or specific issues that can’t wait for the next AGM.

Business Discussed

• AGM business includes financial statement approval, director appointments, auditor reports, and other general business.
• EGM business usually involves special resolutions or serious matters-think changes to the constitution, corporate restructures, removal of directors, or disputes.

Legal Basis and Notice

• AGMs are often a constitutional requirement (especially for public companies and some charities). Private companies can often opt out.
• EGMs can be called whenever required by company needs or shareholder requests. The process for calling an EGM-such as notice periods and who can request it-should be set out in your company’s Articles of Association.

Frequency

• AGMs are typically annual by definition.
• EGMs are as-needed-there’s no limit to how many you can hold if you follow the correct process.

Practical Examples: When Might You Call an EGM?

It’s not always obvious when an EGM is needed-but there are some common scenarios:

• Shareholder Dispute: Two major shareholders or directors are at loggerheads, and a decision needs to be made quickly by all shareholders.
• Mergers, Acquisitions, or Major Sales: Buying or selling significant assets, or merging with another business, often requires urgent shareholder votes between AGMs.
• Changes to the Articles of Association: Sometimes the board wants to change the company’s rules (Articles), and only an EGM will provide the right process for shareholder approval.
• Board Restructuring: If directors need to be removed or appointed urgently outside the usual AGM cycle, you’ll need an EGM.

For more on how legal disputes or changes can trigger extraordinary meetings, you might find our guide on changing company ownership helpful.

How Do You Call and Run an AGM or EGM?

The way you convene an AGM or EGM is set out by your company’s Articles of Association and the Companies Act 2006. Key requirements typically include:

• Giving proper notice to all shareholders within the notice period (usually at least 14 days for an EGM and 21 days for an AGM, unless your Articles require longer)
• Sending a clear agenda outlining the business to be conducted
• Ensuring quorum (minimum attendees) for valid decision-making
• Following the correct process for voting-either in person or using proxies if allowed by your Articles
• Keeping accurate minutes and records of resolutions

The detail may vary depending on your exact company structure-there are differences between private companies, public companies, and not-for-profit organisations.

Virtual or Hybrid Meetings

Since COVID-19, it has become common for companies to hold AGMs and EGMs via video conference or on a hybrid (online/in person) basis. Check your Articles to make sure this is permitted, and make full use of digital meeting tools where possible. If you need guidance on digital compliance, our resource on e-signatures for contracts is a helpful starting point.

FAQs About AGMs and EGMs

• Do charities need to hold AGMs? Generally, charities aren’t legally required to hold an AGM unless their governing document (constitution) still says so. Many have updated theirs to remove the requirement, but always check your constitution.
• Can a company skip an AGM? Private companies can usually opt out if their Articles allow. However, public companies must have an AGM by law.
• How do I know if I need to hold an EGM? If there is a decision that requires shareholder approval under company law or your company’s Articles, and it cannot wait for the next AGM, you should call an EGM. Common triggers include major disputes, urgent changes to company structure, or shareholder petitions.
• What’s the process for shareholders calling an EGM? In many companies, shareholders holding a minimum percentage of voting rights (often 5% or 10%) can request an EGM. The board must then call the EGM within a set timeframe. Check your Articles and the Companies Act for specifics or see our detailed guide on shareholder agreements and company constitutions for full details.
• Are “extraordinary annual general meetings” a thing? Not really-this is often a mistaken term. AGMs are annual and routine; EGMs are the extraordinary, special meetings needed outside the AGM calendar.

Getting Your Legal House in Order

Properly managing shareholder meetings is about more than ticking a compliance box. It’s about showing you respect your shareholders’ rights-that you’re transparent, well-organised, and accountable. This matters whether you’re a startup, scaling up, or running a mature business. Don’t forget: the consequences of skipping legal requirements in meetings (like incorrect notice, missing required business, or not following voting procedures) can include nullified decisions, disputes, fines, or even regulatory trouble. Your legal documents for business should always be tailored and up-to-date with your company’s requirements. If you’re not sure about your obligations or how to prepare your AGMs or EGMs, it’s always wise to seek advice from a legal expert who can review your governing documents and walk you through your options.

Key Takeaways

• AGMs are typically annual meetings focused on routine governance-financials, director appointments, and company updates-providing vital transparency and accountability.
• EGMs are ad-hoc meetings used for urgent, non-routine business or critical shareholder decisions that can’t wait for the next AGM.
• Not all private companies need to hold AGMs (unless their Articles require it), but public companies and some regulated entities do.
• Proper notice, agenda, quorum, and voting procedures must be followed for all shareholder meetings, as set out by the Companies Act 2006 and your Articles of Association.
• Skipping or mishandling these meetings can result in disputes, unenforceable decisions, or regulatory action. It’s wise to have a tailored company constitution and relevant agreements in place for clarity.
• If in doubt, get expert help to ensure you’re meeting your obligations and keeping your company protected from day one.

Need help making sense of AGMs, EGMs, and your company’s shareholder requirements? Sprintlaw UK can help you set the right foundations, review your documents, and ensure your business stays compliant – so you can focus on growth. For a free, no-obligation chat, reach us on 08081347754 or team@sprintlaw.co.uk.