Virtual and hybrid company meetings

Hybrid general meetings, with a physical venue plus online attendance, are generally permitted because section 360A of the Companies Act 2006 allows members who are not together in the same place to attend, speak and vote electronically. Fully virtual meetings are less certain, because section 311 requires the notice to state the place of the meeting; the government’s consultation launched on 7 September 2026 proposes to make clear that a virtual location can count as a place, with shareholder consent.

What does the Companies Act say about electronic meetings?

Section 360A(1) says nothing in Part 13 of the Act is to be taken to preclude holding and conducting a meeting so that persons who are not present together at the same place may, by electronic means, attend, speak and vote at it. That is the statutory basis for remote participation in general meetings of every type of company.

Traded companies have extra rules. Section 360A(2) says any requirements they impose on electronic participation must be limited to what is necessary to identify participants and secure the communication, and proportionate to those aims. Under section 360AA a traded company must send electronic confirmation of receipt of each vote cast on a poll by electronic means, and section 311(3)(e) requires its notice to explain any facility for advance or electronic voting.

Why are fully virtual meetings uncertain?

Section 311(1) says the notice of a general meeting must state the time and date of the meeting and the place of the meeting. A hybrid meeting has a physical place, so it fits easily. A meeting held only on a video platform has no physical place, and it is not settled whether a web link satisfies the requirement.

The Financial Reporting Council’s Good Practice Guidance for Company Meetings, published in July 2022, noted a lack of certainty as to whether section 311 together with section 360A permits virtual only meetings, and advised companies to take independent legal advice before holding one. The same guidance says that, as far as technology allows, shareholders attending remotely should have the same participation rights as those attending in person.

What is the government proposing?

The Department for Business and Trade consultation Modernising corporate reporting opened on 7 September 2026 and closes at 11:59pm on 30 November 2026. It says the government announced in October 2024 that it would clarify the law on fully virtual AGMs, and that it will do this by making clear that a place can include virtual locations where there is shareholder consent. Question 46 asks whether further safeguards are needed, giving supermajority consent, reapproval after a set period and best practice guidance as examples.

Until legislation is made, the existing wording of section 311 applies. A company planning a virtual only meeting before then is relying on its articles and on an interpretation that has not been confirmed by statute.

What do the articles need to say?

Section 301 says a resolution is validly passed at a general meeting only if notice is given and the meeting is held and conducted in accordance with the Act and the company’s articles. So the articles decide whether remote attendance works in practice.

The model articles for private companies limited by shares, prescribed by the Companies (Model Articles) Regulations 2008, already go a long way. Article 37 says:

• a person can exercise the right to speak if they can communicate to all those attending, during the meeting, any information or opinions on the business;
• a person can exercise the right to vote if they can vote during the meeting and their vote can be counted at the same time as everyone else’s;
• the directors may make whatever arrangements they consider appropriate to enable those attending to speak or vote; and
• in deciding attendance, it is immaterial whether two or more members are in the same place.

Older companies on Table A under the 1985 regulations, or with bespoke articles, often have no equivalent and may refer to members being present in person at a place. Express provisions worth considering cover:

• the electronic platform and how members are identified;
• how the place of the meeting is stated in the notice;
• voting on a poll through the platform and votes cast in advance, which section 322A allows only where the articles provide for it;
• the chair’s power to adjourn if the technology fails; and
• a statement that a technical failure affecting individual members does not invalidate the meeting.

Articles are changed by special resolution (section 21). The amended articles must be sent to Companies House within 15 days (section 26), along with a copy of the special resolution (sections 29 and 30). See filing resolutions at Companies House.

How do quorum, voting and proxies work online?

The quorum rules do not change. Under section 318, two qualifying persons are a quorum unless the articles say otherwise, but two proxies of the same member, or two representatives of the same corporation, do not count as a quorum on their own. A company with one member needs one qualifying person. Model article 37(5) treats people in different places as attending if they would be able to exercise any rights to speak and vote.

A show of hands is awkward online, so many companies put every resolution to a poll. Model article 44 lets the chair demand a poll, and section 321 protects members’ right to demand one. Proxy deadlines are unchanged: articles cannot require appointments more than 48 hours before the meeting, ignoring non working days (section 327). The detail is in proxies and voting at general meetings.

Illustration only

A private company with four shareholders, one living abroad, wants to pass an ordinary resolution. Its articles are the unamended model articles. The directors give 14 clear days’ notice stating the registered office as the place, with a video link for remote attendance. Two members attend at the office, two join by video, and the chair puts the resolution to a poll so each member’s shares are counted through the platform. Because article 37(4) makes it immaterial whether members are in the same place, all four attend and count towards the quorum. Minutes record who attended and how, and must be kept for at least ten years (section 355).

Did the pandemic rules change anything permanently?

No. Schedule 14 to the Corporate Insolvency and Governance Act 2020 temporarily allowed general meetings to be held without any particular place, by electronic or other means, overriding the articles. For companies the relevant period began on 26 March 2020 and, after extensions, ended on 30 March 2021. Meetings held since then must comply with the Companies Act 2006 and the company’s own articles.

Is a meeting needed at all?

For a private company, often not. Most members’ decisions can be taken as a written resolution, which avoids the place question entirely. The exceptions are removing a director under section 168 and removing an auditor under section 510, which must be done at a meeting (section 288). Public companies must hold an AGM within six months of their accounting reference date (section 336), so the question is most pressing for them and for private companies with many or divided shareholders.

What mistakes come up most often?

• Omitting the place from the notice. Section 311 still requires a place; a link alone is the uncertain case.
• Relying on articles that require physical presence. Check the articles before sending notice, and amend them by special resolution if needed.
• Counting advance votes without authority. Section 322A requires a provision in the articles.
• No plan for technical failure. Without an adjournment power, a dropped connection can leave doubt over whether a quorum was present.
• Assuming the 2020 flexibilities still apply. They ended on 30 March 2021.

Members who want to force a meeting, online or otherwise, should read members requisitioning a general meeting.

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Related Accountapedia entries

• Quorum at general meetings
• Adjourning a general meeting
• Calling a general meeting: notice periods
• The chair’s casting vote at board meetings
• Ordinary and special resolutions
• Plug in hybrid company cars and electric range

Sources

• legislation.gov.uk: Act 2006 c. 46, section 360A
• legislation.gov.uk: Act 2006 c. 46, section 360AA
• legislation.gov.uk: Act 2006 c. 46, section 311
• Financial Reporting Council: Html
• GOV.UK: Modernising corporate reporting
• legislation.gov.uk: Act 2006 c. 46, section 301
• legislation.gov.uk: SI 2008/3229, schedule 1
• legislation.gov.uk: SI 2008/3229, schedule 1
• legislation.gov.uk: Act 2006 c. 46, section 322A
• legislation.gov.uk: Act 2006 c. 46, section 21

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.