Calling an AGM

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    Calling an AGM

    Our articles of Associate state that an AGM "shall" be called.

    The new company managing us tell me none is required. My years in a Government legal role inform me that the use of the word "shall", (instead of will) makes this a legal requirement. Am I not correct?

    It's only a civil issue. I'm not sure but the breach of contract may be between the company and its directors, rather than between the members and the company.

    Assuming you can get 5% of voting rights on board, it is simpler to call an EGM than to worry about enforcing an AGM.


      The rules for small companies were relaxed so that AGM is no longer mandatory but members backed by 5% or more can call for a meeting.

      Leaseholders in larger blocks will get an annual meeting to receive the audited service charge account.


        The company Articles override the Companies Act in this respect. The directors are in breach of contract if they fail to obey the articles.


          When was your company incorporated?

          Was it under 1985 Companies Act?

          If so any provision of the articles that expressly requires the company to hold an AGM remains effective, see Companies Act 2006 (Commencement No. 3.......) Order 2007 and an AGM should still be held and remains a legal requirement.

          See page 23;


            As your Articles state that an AGM is required, you are entitled to insist on one being called, that is your easiest option. You should simply remind the directors and Company Secretary (if you have one) of their duty to comply with the Articles.

            The rule that small companies may not hold an AGM only applies if the Articles do not state otherwise.

            The alternative is to seek an EGM under s303 Companies Act 2006 but that involves serving a notice by members holding 5% of the voting rights so it is much easier to simply request that the Company complies with its Articles.


              Originally posted by D P Dance View Post

              The new company managing us tell me none is required.
              Is this a managing agent?

              If so are they also the Company Secretary?

              If so they will have a Complaints Handling Procedure and if you are still not satisfied you will be able to use the redress scheme included.


                Thank you everyone, most helpful.


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