Company Structure

Shareholders ("General") Meetings

Private companies no longer need hold Annual General Meetings ('AGM') unless required to do so by their Articles. The old statutory requirement to hold AGMs has now gone.

Equally, the term 'Extraordinary General Meeting' (otherwise know as an 'EGM') is no longer used and has been simply replaced with the term 'General Meeting'.

A General Meeting is simply a meeting of shareholders. Generally, a Company must give 21 days notice to its shareholders if it is calling an AGM or a General Meeting. However, this can be reduced to 14 days in certain cases. Equally, it increases to 28 clear days notice in other specific situations.

A typical AGM will merely involve a vote to appoint or re-appoint Company Auditors and will 'lay before' the shareholders a copy of the last year's accounts. Contrary to popular belief, the shareholders are not asked to approve the accounts - they are merely provided with a copy of the accounts for information - although they can ask questions on matters contained within the accounts.

However, there may be additional matters on which a vote is required (the Notice calling the meeting will tell you this). There are now specific provisions setting out a basic level of detail and information that must be included on each notice of a General Meeting.

Normally voting will be by a show of hands and, as such, each shareholder has only one vote irrespective of the number of shares held, but a shareholder can demand that a 'poll' vote is taken and a poll vote will count votes in proportion to the number of shares held by each shareholder. In this way the 'bigger' shareholders can make the size of their shareholding count.

In many cases, a shareholder need not physically attend a General Meeting in person to be able to vote as voting can be done by 'proxy' - a form which the shareholder can complete and return before the Meeting. In fact, there are now provisions to enable meetings to be held 'electronically' and these may become increasingly common.