Concise Accountancy

Accountants and Registered Auditors

Corporate governance

Pass resolution at the general meeting

Voting at Annual General Meeting

Pass resolution resolution in a general meeting is by a show of hands unless the shareholders call for a poll. A poll is a vote based on the number of shares held by people rather than on a show of hands. A declaration by the chairman that the resolution is carried on a show of hands is all that is required for a resolution to be passed, but this does not apply if the shareholders call for a poll. You do not have to count the number of votes for or against on a show of hands.

Notice of annual general meetings

A private company must give a minimum notice of 14 days of a general meeting. A public company must give a minimum of 21 days notice of its Annual General Meeing unless the company’s articles specify a longer period of notice. A company may call a general meeting at shorter notice, with a majority of 90% of the voting rights in the case of a private company and 95% in the case of a public company. This does not apply to Annual General Meetings of a public limited company, where all members must agree. Notices for public limited company’ Annual General Meeting must state that the meeting is an AGM.

Companies may give notice of a meeting:

  • by electronic form
  • in hard copy form
  • by means of a website or
  • a combination of any of the above.

The notice must state the time, date and location of the meeting and any resolutions to be agreed.

You can find further information on resolutions and meetings in the Companies Act 2006.

Records of resolutions and meetings

Your company must keep minutes of all proceedings at general meetings and copies of all resolutions of shareholders passed other than at general meetings for 10 years and make them available for inspection by shareholders on request.

Many companies use the standard company registers to keep their resolutions and annual general meeting minutes. The company registers are organized into sections and very easy to use.

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