Notice of AGM: UK Requirements Explained

If you’re a UK company getting ready for your annual general meeting (AGM), the notice you send out matters. A compliant notice of AGM isn’t just a calendar invite - it’s a legal document that sets out the who, what, when, where and why of your meeting.

Get it right, and your resolutions can be passed cleanly with minimal risk of challenge. Get it wrong, and you could face delays, adjournments, or disputes about whether decisions are valid.

In this guide, we’ll break down when an AGM is required, what an annual general meeting notice must include, how much notice to give, who to send it to, and practical tips to make sure your notice for AGM is legally sound and easy for shareholders to follow.

Do Small UK Companies Need To Hold An AGM?

Short answer: Most private companies in the UK don’t have to hold an AGM unless their constitution (your Articles of Association) requires it. The Companies Act 2006 removed the general requirement for private companies to hold AGMs - but many businesses still choose to do so because it’s a tidy way to sign off the year, present accounts, approve dividends and tidy up governance decisions.

Public companies do have to hold an AGM within six months of their financial year-end, and they generally need to give longer notice than private companies. If you’re a public company, the rules are stricter and more detailed.

For private companies, the starting point is always your Articles of Association. If your Articles say you must hold an AGM, then you must follow those rules. If they’re silent, you can either opt for an AGM as good practice or use written resolutions for most items (note: you can’t remove a director or auditor by written resolution).

If you want peace of mind that your constitution supports how you want to run meetings (including hybrid or virtual), it’s worth reviewing your Articles of Association. You might also find it helpful to skim a broader overview of AGM rules so you know how the meeting and notice fit together.

What Must A Notice Of AGM Include?

The Companies Act 2006 sets baseline content requirements for meeting notices. A compliant notice of AGM should be clear, specific and easy to understand. In practice, include the following as standard:

• Company name and registered number.
• Type of meeting: state “Annual General Meeting”.
• Date, time and location of the AGM.
• Format and access: explain whether it’s in-person, hybrid or fully virtual and how shareholders can attend or participate (subject to your Articles allowing this).
• Business to be transacted: a short description of each item of business, plus the full text of any resolutions.
• For special resolutions: clearly label them as “Special Resolution” and include the precise wording (these require at least 75% approval).
• Proxy rights statement: tell members they may appoint a proxy and explain how to do so (including deadlines and any forms or online process).
• Record date or voting entitlement date (if used), and any identification or entry requirements for the venue.
• Notes about asking questions, submitting forms of proxy, and any website or email addresses relevant to the AGM.

Good notices are specific. If you’re proposing to amend your Articles, buy back shares, or approve a significant contract, set out the exact resolution text and attach or link to any key documents (where appropriate) so members can make an informed decision before the meeting.

Typical AGM Agenda Items

Many SMEs use the AGM to wrap up core governance items in one sitting. Common agenda items include:

• Receiving and adopting the annual accounts and reports.
• Re-appointment or ratification of directors (if required by your Articles).
• Appointment or re-appointment of auditors (for companies that have them).
• Authorising dividends or distributions (subject to profits and law).
• Authority to allot shares or disapply pre-emption rights (if relevant to your funding plans).
• Approving changes to the Articles (special resolution).

If you’re not sure whether an item needs an ordinary or a special resolution, it’s useful to brush up on the difference between Ordinary vs Special Resolutions, and when you’ll need one of the more significant Special Resolutions.

How Much Detail Is Enough?

The notice must state the “general nature” of the business, but when you’re asking members to vote, include the resolution wording itself so there’s no ambiguity. If the resolution relies on a schedule or explanatory note (for example, a summary of a proposed share buy-back), make sure those documents are circulated or accessible before the meeting.

How Much AGM Notice Is Required And Who Gets It?

Notice periods depend on your company type and the kind of meeting:

• Private companies: at least 14 “clear days” for an AGM or general meeting, unless your Articles require more. “Clear days” exclude the day the notice is sent and the day of the meeting.
• Public companies: at least 21 “clear days” for an AGM. Other general meetings are usually 14 “clear days,” though listed/traded companies have additional rules.

Your Articles can set longer periods, and some items (like removing a director or auditor) have additional timing or content requirements under the Companies Act.

Can You Use Short Notice?

Private companies can hold a meeting on short notice if members holding at least 90% of the voting rights (or 95% if your Articles specify) agree. For public company AGMs, short notice generally isn’t available in the same way. Even where short notice is technically possible, it’s rarely best practice for an AGM - most owners prefer to give shareholders a fair window to read the papers and consider the resolutions.

Who Must Receive The Annual General Meeting Notice?

As a rule, you must send the notice to:

• Every member (shareholder).
• Every director.
• The auditor (if the company has one).

Check your Articles for any additional recipients (for example, proxy holders by prior appointment) or rules on joint shareholders.

Quorum And Timing Tips

Quorum is the minimum number of “qualifying persons” needed to start the meeting. For private companies, the Companies Act default is two qualifying persons (which can usually be members or proxies), unless your Articles say otherwise. If you’re a single-member company, your Articles should reflect that a single member is enough to form a quorum. Build your timetable so your notice goes out early, and you have time to chase RSVPs and proxy forms to ensure quorum is met on the day.

How Can You Send The Notice Of AGM (And Can It Be Virtual)?

Under the Companies Act, you can send the notice in hard copy, electronically (e.g. email) or, if your members have agreed, by making it available on a website and notifying them of where to find it. Your Articles and any agreed communication preferences set the rules here - many modern Articles allow electronic communications by default, but double-check yours before relying on email alone.

Delivery Methods And “Deemed Delivery”

Make sure you allow enough time for delivery to count within the notice period. “Clear days” are counted from the date of deemed delivery, which is different for post vs email. For example, a notice sent by first class post is typically deemed delivered two business days after posting; email is usually when it’s sent, provided the member has agreed to receive notices electronically. Your Articles and any communications policy may specify different deemed delivery rules, so align your timetable accordingly.

Hybrid Or Virtual AGMs

It’s increasingly common to run hybrid meetings (both physical and online attendance). Whether you can validly hold a hybrid or fully virtual AGM depends on your Articles. If they expressly permit virtual or hybrid participation and set out how votes and quorum are counted, you’re in good shape. If they’re silent or restrictive, consider updating your Articles of Association before the AGM season to allow the format you want to use.

Before sending the annual general meeting notice, run a quick dry run of any tech platform for online attendance, and include clear instructions in the notice about how to join, how to submit questions and how to vote or lodge a proxy.

Calling The Meeting

AGMs are usually called by the board. In practice, that means your directors pass Board Resolutions approving the meeting date, agenda and notice materials. Keeping a tidy paper trail makes your governance cleaner and helps if you’re ever asked to prove that the meeting was properly convened.

Agenda And Resolutions: Getting The Wording Right

The resolutions you put to members are the heart of your AGM. The notice for AGM should contain each proposed resolution in full, with a clear indication of whether it is ordinary (simple majority) or special (75% or more of votes cast in favour). Some items must be special resolutions by law - for example, changing the company name or amending your Articles.

Ordinary vs Special Resolutions

Most “business-as-usual” approvals - adopting the accounts, appointing an auditor, authorising directors to determine the auditor’s remuneration - are ordinary. Changes that alter the company’s constitution or fundamental rights are usually special. If you’re unsure, revisit Ordinary vs Special Resolutions.

When you need the higher threshold, label the item clearly as a Special Resolution and use precise language. Ambiguity invites challenge.

AGM vs EGM

Some business is better handled via an extraordinary general meeting if it can’t wait for your AGM cycle. An EGM follows similar notice rules, just without the “annual” housekeeping. If time-sensitive funding or governance changes arise, consider whether an EGM - or even a written resolution for eligible matters - is the faster route.

Supporting Papers And Explanatory Notes

The more consequential the resolution, the more important it is that members have the right context. For example, if you’re seeking authority to allot shares or disapply pre-emption rights, an explanatory note should set out the rationale, limits, time period and any investor terms at a high level. If you’re proposing amendments to your Articles, attach a marked-up comparison so members can see changes at a glance.

After The AGM

Keep accurate minutes, record the votes, and file any necessary Companies House forms within the statutory deadlines (for instance, changes to the Articles must be filed). Update internal registers and issue any share certificates where applicable. If you passed board-level decisions ancillary to the AGM (like appointing officers), capture these via the appropriate internal approvals.

Key Takeaways

• Know whether you actually need an AGM: most private companies don’t have a statutory obligation, but your Articles might require one. If you hold one by choice, follow the same good governance principles as if it were mandatory.
• Make your notice of AGM complete and clear: include date, time, place/format, agenda, the exact text of each resolution, and a proxy rights statement. Special resolutions must be labelled and set out in full.
• Give the right amount of notice: private companies generally need 14 clear days; public company AGMs need 21 clear days. Send the annual general meeting notice to members, directors and the auditor, and factor in deemed delivery rules.
• Check your Articles before opting for hybrid or virtual: if they don’t support online participation, consider updating your Articles of Association ahead of the meeting.
• Be precise with resolutions: understand the threshold for ordinary vs special votes, and use exact wording - especially for any Special Resolutions.
• Paperwork matters: convene the meeting via proper Board Resolutions, send compliant notices, keep minutes, and file any Companies House updates promptly.
• If timing or scope changes, consider alternatives: time-critical business can be handled via an EGM or written resolutions (for eligible decisions).

If you’d like help preparing a compliant notice for AGM, updating your Articles for hybrid meetings, or drafting clear resolutions and minutes, our friendly team can guide you through it. You can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.