Most private companies do not need to hold an annual general meeting. Under section 336 of the Companies Act 2006 the duty applies only to public companies and to private companies that are traded companies, but a private company must still hold one if its articles expressly require it, which is common in companies formed before 1 October 2007.

Does the Companies Act require a private company to hold an AGM?

No. Section 336(1) requires every public company to hold an annual general meeting within the six months beginning with the day after its accounting reference date. Section 336(1A) imposes a similar duty, with a nine month window, on a private company that is a traded company. An ordinary private company limited by shares is not mentioned, so the Act imposes no AGM duty on it.

The model articles for private companies do not add one either. They contain rules on how general meetings are run, such as attendance, quorum and voting in articles 37 to 47, but nothing requiring a meeting to be held each year.

Why did private companies used to hold them?

Under the Companies Act 1985, section 366 required every company to hold an AGM. A private company could opt out by passing an elective resolution under section 366A. When the 2006 Act took effect, section 366 was repealed, and the Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 dealt with what happened to existing companies. Paragraph 32 of Schedule 3 to that order is the rule that still decides whether an older company must hold an AGM today.

When must a private company still hold an AGM?

Paragraph 32 says the repeal of section 366 does not affect any provision of a private company’s memorandum or articles that expressly requires it to hold an annual general meeting, and that such a provision continues to have the effect it had immediately before 1 October 2007. Two qualifications follow:

  • Retirement by rotation is not enough. A provision that one or more directors are to retire at an AGM is not treated as a provision expressly requiring an AGM (paragraph 32(3)).
  • Elective resolutions count. A company that had an elective resolution under section 366A in force immediately before 1 October 2007 is not treated as one whose articles expressly require an AGM (paragraph 32(4)).

So the test is to read the articles. A clause along the lines of “the company shall in each year hold a general meeting as its annual general meeting” means the company must keep holding one until the articles are changed. A shareholders’ agreement or investment agreement may also require an AGM as a matter of contract, so check those documents too.

What about older articles based on Table A?

Table A from 1985 in its original form contains provisions that assume an AGM. Regulation 73 says that at the first annual general meeting all directors retire, and at each later AGM one third of the directors subject to rotation retire. Regulation 38 sets 21 clear days’ notice for an AGM. Under paragraph 32(3) the rotation rule alone does not force the company to hold an AGM, but it leaves the articles referring to a meeting that never happens.

The tidy solution is to adopt new articles, often based on the current model articles, by special resolution under section 21, and send Companies House a copy of the resolution and the amended articles within 15 days. The voting thresholds are explained in ordinary and special resolutions and filing in which resolutions must be filed.

How are the AGM’s old jobs handled without one?

Old AGM business How a private company deals with it now
Presenting the annual accounts Section 423 requires copies to be sent to every member, debenture holder and person entitled to receive notice of general meetings. Under section 424(2) a private company must do this by the end of the filing period or, if earlier, the date it delivers the accounts to Companies House. Only public companies must lay accounts before a general meeting (section 437).
Reappointing auditors Under section 487(2) an auditor of a private company is deemed reappointed unless, among other things, the auditor was appointed by the directors, the articles require actual reappointment, or the members resolve otherwise.
Declaring a final dividend An ordinary resolution under article 30 of the model articles, which can be passed as a written resolution. The directors may also pay interim dividends without the members.
Reappointing directors The model articles for private companies contain no retirement by rotation. Article 21 of the model articles for public companies does.

Can shareholders still insist on a meeting?

Yes, but not an AGM as such. Members holding at least 5% of the paid up voting capital can require the directors to call a general meeting under section 303, and the directors must call it within 21 days for a date not more than 28 days after the notice (section 304). The notice and short notice rules are covered in calling a general meeting, and wider protections in what rights shareholders have.

How does this work in practice?

Illustration only. Three companies with 31 March year ends:

  • Company A was incorporated in 2015 with the model articles. It has no AGM duty. It sends its accounts to members before filing them and declares its final dividend by written resolution.
  • Company B was incorporated in 1999 with Table A and an extra article saying it “shall hold an annual general meeting in each calendar year”. No elective resolution was ever passed. Paragraph 32 preserves that article, so Company B must keep holding an AGM until it changes its articles by special resolution.
  • Company C was also incorporated in 1999 with the same article, but passed an elective resolution under section 366A in 2003 that was still in force on 30 September 2007. Under paragraph 32(4) it is not required to hold an AGM.

Should a private company hold one anyway?

Some do, by choice. A family company with shareholders who are not directors may find an annual meeting a good way to report on the year and answer questions. Where all the shareholders are also directors, written resolutions and board meetings usually cover everything. If a voluntary meeting is held, it is still a general meeting and the usual notice, quorum and proxy rules apply.

What mistakes come up most often?

  • Assuming no AGM is needed without reading articles drafted before 2007.
  • Assuming an AGM is needed because the articles mention retirement by rotation.
  • Missing the section 424 deadline for sending accounts to members because there is no meeting to prompt it.
  • Forgetting that a final dividend still needs a members’ resolution under the model articles.
  • Amending the articles but not filing the resolution and new articles within 15 days.

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Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.