Issue a compliant notice of AGM
Every company with shareholders must convene a general meeting and give proper notice of it. The notice tells members when and where the meeting is, what business will be transacted, and how to appoint a proxy if they cannot attend. This builder assembles a formal AGM notice from your inputs, including the standard ordinary business and a proxy paragraph.
How it works
A notice of AGM has a fixed structure that the builder reproduces:
- Heading — the company name and registered number, and the words “Notice of Annual General Meeting”.
- Convening line — a statement that the meeting will be held on a given date, time, and at a stated venue or virtual link.
- Agenda / business — numbered resolutions. Ordinary business covers receiving the accounts, declaring the dividend, re-electing directors, and re-appointing the auditors. Special business lists any additional or special resolutions.
- Proxy notice — a paragraph informing members of their right to appoint a proxy, that the proxy need not be a member, and the deadline (commonly 48 hours before) for lodging the proxy form.
- Sign-off — “By order of the board”, the company secretary’s name, and the date.
Tips and example
Allow the full statutory notice period — counting clear days, which excludes both the day of posting and the day of the meeting. State the record date that determines who may vote. Mark each resolution as ordinary or special so members understand the threshold. Include the proxy lodging deadline prominently; many companies require it 48 hours before the meeting. A typical resolution reads: “Resolution 3 (ordinary): To re-elect A. Director, who retires by rotation, as a director of the company.”
What makes a notice invalid
Common errors that invalidate or expose a notice to challenge: wrong notice period (particularly miscounting clear days when the notice is posted rather than emailed); failing to describe special business with enough specificity that members can form a view; omitting the proxy entitlement paragraph; sending notice only to some members on the register; and not stating whether resolutions are ordinary or special. Hybrid or virtual meetings should also confirm whether the platform allows genuine two-way participation, since some jurisdictions require it.
Ordinary vs special resolutions at a glance
| Resolution type | Voting threshold | Typical uses |
|---|---|---|
| Ordinary | Simple majority (> 50 %) | Accounts, dividend, director elections, auditor appointment |
| Special | 75 % majority | Amend articles, change name, reduce share capital |
| Written | 75 % (private companies) | Same as special without a meeting |
After the meeting
Keep a signed copy of the notice in the company’s minute book or statutory register. If the meeting was postponed or adjourned, re-send notice for the rescheduled date. File any special resolutions at Companies House within 15 days of passing them. The notice itself does not need to be filed, but the minutes of the AGM should be written up and signed within a reasonable period.