What Is an EGM in the UK?

If you run a UK company, you’ll sometimes need to make important decisions that can’t wait until your next annual meeting. That’s where an EGM comes in.

In this guide, we’ll explain exactly what an Extraordinary General Meeting (EGM) is, when you need one, and how to run one lawfully under UK company law. We’ll also cover notice rules, voting thresholds, the paperwork you’ll need, and common pitfalls to avoid.

The goal is to help you feel confident about convening an EGM when it matters, so your business can move quickly while staying compliant.

What Is An EGM Under UK Law?

An Extraordinary General Meeting (EGM) is any shareholders’ meeting that isn’t your company’s Annual General Meeting (AGM). It’s used to decide important matters that arise between AGMs and that require shareholder approval.

Under the Companies Act 2006, shareholder decisions are usually made by:

• Passing resolutions at a general meeting (which includes an EGM), or
• Using a written resolution for private companies (with a few exceptions).

At an EGM, shareholders vote on proposals put forward by the board. Depending on the decision, you’ll need either a simple majority (an ordinary resolution) or at least 75% approval (a special resolution). If in doubt, check your Articles of Association and the Companies Act, as some decisions require specific resolution types and filings at Companies House.

Private companies often choose written resolutions for speed, but certain big-ticket items (like removing a director or auditor) can’t be done by written resolution and must be decided at a meeting. That’s a classic trigger for calling an EGM.

When Should A Small Company Hold An EGM?

You’ll generally call an EGM when you need shareholder approval quickly or for matters that can’t be handled by written resolution. Common examples include:

• Removing or appointing directors or an auditor mid-year
• Changing the company’s name or amending your Articles (usually via a Special Resolution)
• Approving significant share issues, buybacks, or capital changes
• Approving major transactions where your Articles or a Shareholders Agreement requires a shareholder vote
• Class meetings for varying class rights

If you’re simply approving something straightforward and eligible for written resolution, you may not need an EGM. But if the decision is sensitive, time-critical, or excluded from written resolutions (like removing a director), an EGM is the right vehicle.

If you’re weighing up formats, our breakdown of AGM vs EGM is a helpful comparison.

EGM Vs Written Resolutions: What’s The Difference?

Private companies in the UK can often choose between holding a meeting (AGM/EGM) or circulating a written resolution to shareholders.

• Written resolution: Efficient and flexible for private companies. Not permitted for removing a director or auditor.
• EGM: A live meeting (in person, virtual or hybrid if your Articles allow) where shareholders vote in real time after discussing the business.

The right route depends on the decision, your timeline, the appetite for discussion, and what your governance documents require. Some shareholder agreements mandate that key decisions are tabled at a meeting, even if a written resolution is legally possible.

When using an EGM, make sure you’re clear on the voting threshold. If it’s a routine matter, you’ll likely need a simple majority. For constitutional changes or other important items, you’ll usually need 75% approval. If you’re unsure, this short explainer on Ordinary vs Special Resolutions sets out the key differences.

How To Call And Run An EGM (Step-By-Step)

Here’s a simple, practical process you can follow. The exact steps can be adapted to your company’s size, Articles and shareholder base.

1) Check Your Authority And Governance

First, confirm who can call the meeting, how much notice is needed, and whether you can hold it virtually or in a hybrid format. Your Articles and the Companies Act set these rules. As a starting point:

• Directors usually call an EGM via a board decision.
• Members holding at least 5% of voting rights can require the directors to call a meeting. If the board doesn’t, members can call it themselves.
• Quorum is typically two members for a private company (unless you’re a sole member or your Articles say otherwise).
• Proxies are allowed – the notice should explain proxy rights clearly.

Document the board’s decision to convene the meeting. If you need a prompt, a simple Directors’ Resolution Template can help you record that call properly. For the lead‑up process, our overview of Directors’ Meetings is also a handy checklist.

2) Set The Agenda And Identify The Resolution Type

Clearly define the business to be conducted and whether each item requires an ordinary or special resolution. Put the exact wording of any special resolution in the notice. If you’re unsure which threshold applies, revisit Ordinary vs Special Resolutions and the relevant sections of your Articles.

3) Give Proper Notice

For most private companies, at least 14 clear days’ notice is required for a general meeting. “Clear days” means you don’t count the day the notice is given or the day of the meeting. Short notice can be possible if a sufficient majority of members agree (usually 90% for private companies, unless your Articles say 95%).

Your notice should include the time, date, place (or platform link for virtual), the general nature of the business, the text of any special resolution, and clear statements about proxy rights and how to vote.

4) Prepare Pack And Logistics

Share any documents the members need to review in advance (e.g. draft amended Articles, explanatory notes, valuation summaries). If your Articles allow virtual or hybrid meetings, test your tech and provide simple joining instructions. Assign a chair and a person to take minutes.

5) Hold The EGM And Take The Vote

At the meeting, confirm quorum, run through the agenda, allow questions, and then put each resolution to a vote. Voting can be by show of hands or poll, depending on your Articles or the chair’s decision. Remember that proxies count towards quorum and votes.

6) Record, File And Action

After the meeting:

• Prepare and approve clear minutes.
• Record the outcome of each resolution in the company records. Some resolutions (especially special resolutions and certain ordinary resolutions) must be filed at Companies House within required deadlines.
• If you’ve amended your constitution, lodge the updated Articles of Association.
• Update any internal policies, bank mandates, or stakeholder communications as needed.

Good governance is about the paper trail as much as the vote itself. If you’re setting up your internal decision-making processes, this primer on Board Resolutions is a great resource.

What Should Go In Your EGM Paperwork?

Getting your documents right ensures the EGM outcome is valid and easily auditable. As a minimum, prepare and retain:

• Board minutes calling the EGM (including authority to issue the notice, approve agenda and documents)
• Notice of general meeting (with time, date, format, business, and text of any special resolutions)
• Proxy form and instructions (and, if relevant, class meeting details)
• Attendance sheet and confirmation of quorum
• EGM minutes signed by the chair
• Resolutions passed (clearly noting whether ordinary or special)
• Companies House filings and updated constitutional documents where required

If the EGM approves constitutional changes or major shareholder-level decisions, make sure these align with your Shareholders Agreement and company registers. Keeping your Member Registers and cap table in sync with resolutions is essential.

Many companies also circulate a short explanatory note with the notice. This helps shareholders understand the rationale, which can reduce questions on the day and improve engagement.

Common EGM Mistakes (And How To Avoid Them)

Here are the errors we see most often – and how you can sidestep them.

• Insufficient notice: Sending the notice too late or miscounting “clear days”. Build in extra time for delivery and give a buffer if you can.
• Wrong resolution type: Treating a special resolution as ordinary (or vice versa). If the decision changes your constitution or is prescribed by law to be special, you need 75% approval. When in doubt, check the decision against your Articles and the Companies Act.
• Missing resolution wording: Not including the full wording of a special resolution in the notice can render it invalid. Include the exact text and any supporting documents.
• Quorum issues: Failing to meet quorum before commencing business. Always confirm quorum at the start and record it in the minutes.
• Ignoring proxy rights: Your notice must explain proxies and how to appoint them. Proxies count in quorum and votes – missing this can be fatal to the process.
• Mismatched governance: Passing a resolution that conflicts with your Shareholders Agreement or Articles. Keep these documents aligned; if they clash, you could face a dispute later.
• Missing filings: Special resolutions and certain decisions must be filed at Companies House within deadlines. Add these filings to your post‑meeting checklist.
• Skipping discussion: Even if you have the votes, shareholders should have a fair opportunity to ask questions. A well‑run meeting supports trust and reduces disputes.

It can be a lot to juggle, especially if you’re also running the day‑to‑day business. If you want a deeper dive into notice periods, voting mechanics and timing, see our guide to AGM vs EGM alongside the overview of Board Resolutions.

FAQs Small Companies Ask About EGMs

Can We Hold An EGM Online?

Generally yes, if your Articles allow virtual or hybrid meetings. Many modern Articles expressly permit meetings by video or other electronic means, provided all participants can speak and vote. If your Articles are silent, consider updating them at a meeting using a Special Resolution.

What Notice Period Applies?

For most private companies, at least 14 clear days. You can often agree short notice with the required majority (usually 90% for private companies, unless your Articles specify 95%). Public companies have stricter rules.

Do We Need Minutes?

Yes. You must keep minutes of all general meetings and resolutions, and retain them for inspection. Minutes form part of your statutory records and prove decisions were made properly.

Do Ordinary Or Special Resolutions Apply?

It depends on the decision. Routine business often needs a simple majority; constitutional changes and certain major decisions need 75%. This primer on Ordinary vs Special Resolutions outlines common scenarios.

How Is An EGM Different From An AGM?

An AGM addresses regular, annual business (like receiving accounts and reappointing auditors for some companies). An EGM is for ad‑hoc matters that can’t wait. If you want a side‑by‑side, see AGM vs EGM.

Key Takeaways

• An EGM is any shareholders’ meeting that isn’t the AGM and is used to decide important matters between annual meetings.
• You’ll typically hold an EGM for time‑critical or sensitive decisions, or where the law or your governance documents require a meeting (for example, removing a director can’t be done by written resolution).
• Follow the basics: board authority to call the meeting, correct notice (usually 14 clear days), clear agenda, quorum, proxy rights, and accurate minutes.
• Know your thresholds: routine business usually needs a simple majority; constitutional changes and certain major decisions need 75%. Use the right resolution and ensure it’s worded correctly in the notice.
• After the meeting, record the outcome, file any required resolutions with Companies House, and update your Articles of Association or registers if needed.
• Well‑drafted governance documents – your Shareholders Agreement and Articles – make EGMs smoother, prevent disputes and keep your company compliant as it grows.

If you’d like tailored help calling or running an EGM, drafting resolutions, or updating your Articles or shareholder documents, our team can guide you end‑to‑end. You can reach us on 08081347754 or team@sprintlaw.co.uk for a free, no‑obligations chat.