Introduction to this document

Shareholders’ meetings

Thanks to the popularity of written resolutions, shareholders’ meetings are less common. However, they are still sometimes necessary. Use our summary to check that you follow the rules and ensure your company’s decisions are valid.

Why bother?

Although the vast majority of shareholder decisions can be made by written resolution, many companies still hold meetings to encourage shareholder engagement. It gives directors the opportunity to report to the shareholders on the company’s performance and plans, introduce any new board members, as well as to put any necessary resolutions to them. Meetings can be a far more useful way of gaining the shareholder’s support for significant changes, such as new investments or business plans.

Private companies are not obliged to hold AGMs, but the articles may require companies to hold meetings on a regular basis or prior to or following certain events.

Meeting during the pandemic

During the coronavirus pandemic, holding in-person meetings has been difficult either because of national or local restrictions in force or because doing so would put participants at risk. Many companies can successfully hold meetings online. However, some are unable to do so under their constitutions or for practical reasons such as shareholder numbers, access to the necessary technology, or willingness to meet remotely. If a meeting is required by law or the articles and cannot be conducted online, a company can hold a closed meeting instead. The Corporate Insolvency and Governance Act 2020 introduced temporary measures relating to meetings to allow companies that have to hold meetings between 26 March 2020 and 30 March 2021 to collect votes cast electronically without shareholders attending. Shareholders do not have a right to attend the meeting or participate in any way other than voting. This effectively converts the requirement to hold a meeting into a written resolution, still giving shareholders the right to participate in the decision, without having to meet in person and without the company having to manage discussions remotely. These temporary measures override any provisions in the company’s articles that deal with shareholder meetings.