Notice of annual general meeting

What’s a notice of annual general meeting template and when should you use it?

If your private limited company is holding an annual general meeting (AGM), you need to give members (also called ‘shareholders’) at least 21 days’ notice.

You can use this template to give the required notice to members.

An annual general meeting (AGM) provides the shareholders the opportunity to review the company accounts and/or ask the directors about decisions they have made.

The financial statements must be sent to the members 21 days before the AGM, but the members may consent to receipt at shorter notice.

It is also an opportunity to appoint or re-appoint directors, and/or auditors, for example.

Larger private limited companies may also use the AGM to approve directors’ remuneration and policy relating to it, give authority for the company to allot new shares, disapply pre-emption rights on shares, approve political donations and/or expenditure and buy back the company’s own shares, for example.

Every company is required to have an AGM within 18 months of incorporation and every year after that.

There should be no more than 15 months between AGMs.

However you can skip an AGM if their is a written resolution agreeing to do so as follows:

• Written resolution

  Prepare a written resolution stating the intention to dispense with the requirement to hold an AGM. All members must approve and sign this resolution.

• Unanimous agreement

  Ensuring all members agree to waive the AGM is important. Even if one director disagrees, the AGM must proceed as scheduled.

• Shareholder communication

  Share the written resolution with all shareholders before the AGM date. Provide them with a clear explanation of the decision and its implications. Seek their approval for dispensing with the AGM.

• Financial statements

  The written resolution should explicitly acknowledge the shareholders’ acceptance of the company’s financial statements. It should also mention relevant information regarding dividends and the directors’ remuneration.

Single-member companies (i.e. one shareholder and one director) can decide not to have an AGM.

The company’s director still needs to send the written resolution and financial statements to the company’s sole member for review.

It is generally the directors of the company who decide what to include on the AGM’s agenda.

All shareholders are entitled to attend, and those with voting rights can vote.

Shareholders who can’t make the meeting are also typically entitled to appoint a proxy (or stand-in) to turn up and vote on their behalf, although they are not obliged to attend or to appoint a proxy.

Directors, including those who may not be shareholders, are entitled to attend and to speak at an AGM, although those who are not shareholders will not have voting rights.

See our guide to shareholder meetings for more detail.