Members' meetings and resolutions

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This Overview guides readers to core materials on members’ meetings and shareholder resolutions. The topic is central to corporate governance: decisions reserved to shareholders must be taken in accordance with the Companies Act 2006, a company’s articles and, for listed and traded companies, the FCA’s Listing Rules and the Disclosure Guidance and Transparency Rules.

Practitioners should understand the types of resolutions (ordinary and special: ss.282–283), the written resolution regime for private companies (ss.288–300) and its exclusions (director or auditor removal). Public companies cannot use written resolutions and must hold an AGM (s.336). Convening and conduct issues include member requisitions (ss.303–305), notice periods and short notice (s.307; traded companies: s.307A), special notice (s.312), quorum (s.318), proxies (s.324) and polls (s.321). For public companies, members’ rights to require circulation of AGM resolutions and statements should be observed (ss.338–340; s.314). Minutes must be kept and retained (s.355), and filing obligations for special resolutions and certain ordinary resolutions affecting the company’s constitution apply (ss.29–30).

Articles govern meeting mechanics, including any authority for hybrid or virtual participation. Listed company approvals often engage additional circular, related party or class tests under the Listing Rules,...

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