AGMs—notice requirements for private and unlisted public companies
AGMs—notice requirements for private and unlisted public companies

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • AGMs—notice requirements for private and unlisted public companies
  • Who is entitled to receive notice of an AGM
  • Form of notice
  • Content of the notice
  • Common AGM shareholder resolutions
  • Explanatory notes to the notice
  • Length of notice

This Practice Note summarises the law relating to the steps involved in preparing, identifying recipients and sending a notice of an annual general meeting (AGM). It covers the form and content requirements for notices and statutory minimum notice periods. It is suitable for use by both practitioners and company secretaries in relation to private and unlisted public limited companies.

A general meeting must satisfy certain requirements set out in the Companies Act 2006 (CA 2006) and the company's articles of association. These requirements include sending a notice of the meeting (which complies with the statutory content requirements) in the correct form to everyone who is entitled to receive it, and ensuring that sufficient notice of the meeting is given.

Who is entitled to receive notice of an AGM

Notice of an AGM should be sent to all persons entitled to receive it. Failure to give notice to those entitled to receive it may invalidate the meeting. Accordingly, identifying the persons entitled to receive notice is an important undertaking. The task will invariably be easier where the company is a small private company with only one class of shares, compared to where the company is a large listed public company with several classes of shares and a global shareholder base.

Persons entitled to receive notice

The members, directors and auditors of a company