I have a MD of our client who has asked the question as follows;
"It's been a hell of a year, and due to the pressures of operation etc we have overlooked the AGM this year. We have external shareholders who are not involved in the management of the company, one of whom we have a fractious relationship with. We are concerned at the implications of this omission and are not sure what to do. Can we simply write to the shareholders and suggest we overlook it, or as we haven't (as yet) elected to waive the need for an AGM are we in breach of the Companies Act and what ate the implications/options."
I know that this is more suited to a lawyer, but I wondered if anyone in the readership of this forum has any thoughts on the matter?
Many thanks in advance for your assistance.
Ian
Ian Main
Replies (3)
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Sorry
I have no knowledge of the 1929 Act, but I would be surprised if there was a requirement in the Memorandum to hold AGMs - this would normally be in the Articles. Nor do I know if there was a Table A that could be adopted.
If there was a specific requirement in the Articles to hold an AGM, I think that takes precedence over Table A and you would still need an AGM, but if there was nothing specific and Table A had been adopted, I believe that it would have been replaced when the interim CA 2006 Table A was introduced, thus dispensing with the requirement to hold AGMs.
Public company?
Private companies have not been required to hold an AGM since s.366 CA 1985 was repealed on 1st October 2007. The replacement s.336 CA 2006 applies only to public companies.