Under prior legislation a single member private limited company was permitted to dispense with holding an AGM. The decision to dispense with holding the AGM was drawn up by the member in writing and notified to the company and could have effect for the year in which it was made and subsequent years.  The Companies Act 2014 has changed the rules for dispensing with AGMs.

Now, the following companies have the option of dispensing with AGMs:

  • New model private company limited by shares (LTD)
  • Other company types (designated activity company, PLC, company limited by guarantee & unlimited company) having a single member.

These companies can choose not to hold an AGM in any year but AGMs must be dispensed with on an annual basis. A one off decision to discard all future AGMs is not possible.

The procedure to dispense with an AGM involves all members approving and executing a written resolution:

  • resolving not to hold an AGM;
  • acknowledging receipt of financial statements that would have been put before the AGM;
  • confirming that the person holding the position of statutory auditor has not changed; and
  • resolving all matters that would have been resolved at the AGM.

All voting members must sign the written resolution before the latest date for the holding of the AGM.