Governance · a practical guide
The annual general meeting, for membership organisations
An annual general meeting (AGM) is the yearly meeting at which an organisation’s members receive its report and accounts, elect its board or committee, and vote on the business the rules reserve to them.
Whether you must hold one, and how much notice to give, depends on your legal form and your governing document. This guide sets out the statutory rules for companies, the Charity Commission’s model wording, and an agenda you can adapt.
Annual general meeting
01/ What is an AGM?
Whether you need one depends on your form.
The Companies Act requires an AGM of every public company, within six months after its accounting reference date, and of a traded private company within nine months (s.336). It sets no such duty for other private companies, including companies limited by guarantee: their articles decide.
The Charity Commission’s model articles for charitable companies include an AGM but note that it “is not a legal requirement” and the article can be amended (GD1). Its model constitution for charitable associations requires an AGM every year, with no more than fifteen months between them (GD3).
Read your own articles or constitution: they can require an AGM where the law does not, and set longer notice or a higher quorum.
02/ AGM notice
Notice: how long, and what it must say.
For a company, a general meeting of a private company needs at least 14 days’ notice; a public company’s AGM needs at least 21 days (s.307). The articles can require longer. Members of a private company can agree shorter notice, but only a majority holding at least 90% of the voting rights, or a higher figure up to 95% if the articles set one.
Days are clear days: the day the notice is given and the day of the meeting do not count (s.360). The notice must state the time, date and place, and the general nature of the business (s.311), and must tell members with reasonable prominence that they may appoint a proxy (ss.324–325).
A company may send the notice by email only to members who have agreed to receive documents that way (Schedule 5). Our member communications guide covers how that fits the rest of your messages.
An AGM notice that a company can rely on · 0/6 in place
Check each line against your articles before sending.
03/ Quorum and proxies
Quorum and proxies decide whether votes count.
Unless the articles say otherwise, two qualifying persons are a quorum at a company meeting, and one where the company has a single member (s.318). A qualifying person is a member, a corporate member’s representative, or a proxy. Any member may appoint a proxy to attend, speak and vote (s.324).
In membership charities the quorum is whatever the governing document sets. The Charity Commission’s RS7 report (2004, dated) listed weak administration, such as inaccurate membership lists and trouble organising quorate meetings, among the features of membership charities that run into problems, and asked trustees to review the quorum level regularly and to consider postal voting where members cannot attend.
04/ AGM agenda template
An AGM agenda you can adapt.
Our working template. Delete what your rules do not reserve to members; add what they do.
Annual general meeting agenda
- 01Welcome, and confirmation that the meeting is quorate
- 02Apologies for absence and proxies received
- 03Minutes of the last AGM, for approval
- 04Matters arising from those minutes
- 05Chair’s report on the year
- 06Annual report and accounts, for members to receive
- 07Appointment of auditors or independent examiner, where your rules require it
- 08Election of board or committee members, and the result
- 09Resolutions on notice, such as rule changes or subscription changes
- 10Members’ questions
- 11Date of the next AGM, and close
Changing fees at the AGM?
If your rules reserve subscription changes to members, the resolution, its notice and the explanation members read beforehand are on membership subscriptions review.
05/ Turnout
Make the AGM worth attending.
Put the business that affects members first, show what changed because of last year’s votes, and pair the meeting with something members value, such as a talk, an award or a networking slot.
Treat the notice as a member message, not a legal formality: say in one line why this year’s meeting matters. Who can vote is set by your membership categories; report turnout to the board with your other membership KPIs.
Written by Dan Keegan
06/ questions
Annual general meeting FAQs.
What is an annual general meeting?
Does a company limited by guarantee have to hold an AGM?
How much notice is needed for an AGM?
What must an AGM notice include?
What is the quorum for an AGM?
Can we send AGM notices by email?
Members who turn up
An AGM members want to attend starts with the notice.
We help membership organisations turn statutory moments, like the AGM, into reasons to engage.
08/ sources
Every claim, and where it came from
- Companies Act 2006, s.336 — Public companies and traded companies: annual general meetingUK statute
- Companies Act 2006, s.307 — Notice required of general meetingUK statute
- Companies Act 2006, s.311 — Contents of notices of meetingsUK statute
- Companies Act 2006, s.318 — Quorum at meetingsUK statute
- Companies Act 2006, ss.324–325 — Rights to appoint proxies; notice to contain statement of rightsUK statute
- Companies Act 2006, s.360 — Computation of periods of notice: clear day ruleUK statute
- Companies Act 2006, Sch. 5 Part 3 — Communications in electronic formUK statute
- Charity Commission — Charitable companies: model articles of association (GD1)UK regulator template
- Charity Commission — Charitable associations: model constitution (GD3)UK regulator template
- Charity Commission — RS7 Membership Charities (March 2004, dated)UK regulator research