An Annual General Meeting (AGM) is a yearly meeting of a company's members (shareholders), at which they consider the company's performance and vote on key matters. Whether you must hold one (and whether it can be online) depends on the type of company. Here is a plain-English guide for England and Wales under the Companies Act 2006.
What happens at an AGM
A typical AGM deals with matters such as:
- receiving the annual accounts and reports;
- appointing or re-appointing directors and auditors;
- declaring dividends; and
- any special business (resolutions proposed for that meeting).
Shareholders can ask questions and vote on the resolutions.
Do you need to hold one every year?
This is the key point, and it differs by company type:
- Public companies (plc): Yes. A public company must hold an AGM each year, within six months of its financial year-end (Companies Act 2006, s 336).
- Private companies (Ltd): Not automatically. Since the Companies Act 2006, a private company is not required to hold an AGM at all, unless its articles of association require one. Many private companies simply use written resolutions instead of meetings.
So check your articles: a private company may have kept an AGM requirement, especially if it adopted older-style articles.
Notice and procedure
- Notice: an AGM of a public company must be called on at least 21 clear days' notice (private companies' general meetings, if held, generally need 14 clear days). The notice must state it is the AGM and set out the business.
- Quorum: the minimum number of members needed is set by the articles (commonly two).
- Resolutions: ordinary resolutions pass on a simple majority (over 50%); special resolutions need at least 75%.
- Proxies: members entitled to attend and vote may appoint a proxy.
Does it have to be a physical meeting?
Not necessarily. Whether a company can hold a virtual (fully online) or hybrid (part in-person, part online) AGM depends on its articles and the law. Many companies now hold hybrid meetings, and articles are increasingly drafted to permit electronic participation. If your articles don't clearly allow virtual meetings, consider amending them (by special resolution) before going fully online, and ensure members can still participate and vote effectively.
Practical tips
- Check your articles to confirm whether an AGM is required and whether virtual/hybrid is allowed.
- Diarise the deadline (public companies: within six months of year-end).
- Give the correct notice and circulate the accounts and resolutions in good time.
- Keep minutes and file any resolutions that must go to Companies House (e.g. special resolutions, within 15 days).
- Private companies can often use written resolutions to handle decisions without a meeting.
Key takeaways
- An AGM is the yearly shareholders' meeting to consider accounts, appointments, dividends and other resolutions.
- Public companies must hold an AGM within 6 months of year-end (s 336); private companies need not, unless their articles require it.
- Notice is 21 clear days for a public company's AGM; resolutions pass at >50% (ordinary) or ≥75% (special).
- Hybrid meetings (part in-person, part online) may be possible if the articles clearly permit them. Fully virtual AGMs are legally more uncertain in England & Wales and should only be used after a specific review of the company's articles and applicable law to ensure members can validly attend, participate and vote.
Sources
- Companies Act 2006: s 336 (public company AGM obligation); s 337 (AGM notice requirements for public companies, including the requirement to state it is an AGM); s 307 (general meeting notice periods); resolutions (ss 282–283); written resolutions (ss 288–300); filing resolutions (s 30)
- The company's articles of association (whether a private company must hold an AGM; electronic/virtual meetings; quorum)
--- This article is general information about the law of England & Wales as at 2026, not legal advice. For advice on your circumstances, consult a qualified solicitor or company secretary.