Calling an AGM

A company is required by the Companies Act 2006 (CA 2006) to obtain the approval of its members by special or ordinary resolution in order to carry out certain actions, eg to change its articles of association or to alter its status by re-registering as a public or private company.

The members of a private company can pass resolutions at general meetings of the company or by way of written resolution. The members of a public company can pass resolutions at general meetings of the company only.

A general meeting of the members of a company can be called and held at any point, and any number of times, in a year in order for the members to pass resolutions to carry out certain changes or approve certain actions. Unlike the Companies Act 1985, the CA 2006 does not refer to ‘extraordinary’ general meetings (to distinguish these ad hoc meetings from annual general meetings (AGMs), but a company’s articles of association may still use this terminology.

The general meetings that are dealt with in this sub-topic are AGMs, rather than ad hoc general meetings.

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