Q&A: do private companies have to hold AGMs?

Do private companies have to hold AGMs?

Some confusion still exists in relation to the requirement for a company to hold an annual general meeting. Under the 1985 Companies Act all companies had to have an AGM but a private company could pass an elective resolution not to have an AGM. The 2006 Companies Act no longer requires a private company to hold an AGM unless its articles expressly provide that an AGM must be held.

But there is a potential problem, dependent on which Table A is adopted by the company. If the company adopts Table A of the 1985 Act, this does not count as the company expressly providing that an AGM must be held as this Table A only refers to AGMs and does not expressly require the company to hold an AGM. If the company wishes to hold AGMs then its articles must set out this requirement expressly rather than by reference to Table A.

If the company adopts Table A of the 1948 Act, this table specifically requires an AGM to be held. But if the company has previously passed an elective resolution to dispense with an AGM then the company will not be required to hold AGMs. If the company has not passed such a resolution then it must hold AGMs unless it amends its articles.

If a company wishes to be relieved from the requirement to lay accounts at a meeting of the company, this will only apply to accounts for financial years ending on or after 1October 2007. For financial years ending before this date, accounts must still be laid at a meeting of the company unless the company has passed an elective resolution not to do so.