Last reviewed: October 2026
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This free AGM planning checklist is for company secretaries, general counsel, finance teams and investor relations leads who run a company’s annual general meeting. One run plans one AGM, from setup about twelve weeks before to the actions a few weeks after. It confirms the deadline for holding the meeting and the rules in the articles, agrees the timetable, lists the business and drafts each resolution, and checks any members’ requests. The notice of meeting, the proxy statement and the proxy form go to the board, which approves them with the annual report before anything is sent. Then the pack goes to members, directors and the auditor, the venue and registration are prepared, and the chair is briefed with a script, likely questions and the proxy figures. On the day it covers quorum, voting by show of hands or poll and the results, and afterwards the minutes, the Companies House filings and next year’s date. The company type shows the notes for a private, public or traded company, or another body.
An annual general meeting is a meeting of the company’s members, not of its board. The board calls it, but the members receive the accounts, elect the directors, appoint the auditor and vote on the resolutions. In the UK a public company must hold one every year, and a private company holds one only if its articles require it or it is a traded company.
Most of the risk in an AGM sits in the weeks before it. A notice that goes out a day late, or does not give the text of a special resolution, can mean the resolution is not validly passed, and a notice without the proxy statement is an offence by the officers in default. This checklist plans one AGM from the timetable to the filings, with the board’s approval of the notice before anything goes to members. It is a planning aid, not legal advice: check your own articles and take advice where the rules are unclear.
Who meets: the members, with the directors and the auditor attending.
Planned around: the deadline for holding it, the notice period, proxies and the resolutions.
Output: resolutions passed, minutes signed and the filings made.
Who meets: the directors.
Planned around: the agenda, the board pack, conflicts of interest and quorum.
Output: board decisions, minutes and an action log, in the Company Board Meeting Preparation Checklist.
Who does it: finance, the auditor and the directors.
Planned around: preparing, auditing, approving and filing the accounts.
Output: accounts filed at Companies House and HMRC, in the Annual Accounts & Statutory Filing Checklist.
Nine phases take one AGM from setup about twelve weeks before to the actions a few weeks after. The first task records the kind of company, how members attend, whether special resolutions or the auditor are on the agenda and whether every resolution goes to a poll, and each answer adds the tasks or notes it needs. Nothing after the board’s approval of the notice, the resolutions and the annual report can be completed until it is recorded.
Start about twelve weeks before the AGM. Answer the questions in the first task before anything else: the company type shows the notes that apply to you, and the other answers add the tasks for electronic attendance, special resolutions, the auditor and a planned poll. Due dates count back from the AGM date for the planning and forward from it for the follow-up.
Decide what the meeting will deal with and write each resolution in full. Special resolutions and the auditor’s appointment add their own tasks, and a valid request from members adds the tasks to check it and circulate it.
Draft the notice of meeting and the proxy form, then put them, the resolutions and the annual report to the board. The board’s approval halts the checklist: nothing in the later phases can be completed until it is recorded.
Send the approved pack to everyone entitled to it, in a way the company can prove, early enough to give the full notice period. A traded company also publishes the meeting information on its website, and a valid member request is circulated with the notice.
Get the room, the registration desk and any electronic platform ready. A hybrid or electronic meeting adds the platform test, and a planned poll adds the scrutineer and the poll cards.
Prepare the chair to run the meeting and answer members’ questions, and count the proxies as they arrive so the chair knows how each resolution is likely to go.
On the day, register everyone who attends, confirm the quorum, take the business in the order of the notice and record each result. A hybrid or electronic meeting adds the electronic attendance, and a poll adds the count.
Write up the meeting and make the filings while the deadlines are short. A poll adds the publication of the results, and special resolutions add the Companies House filing within 15 days.
Finish what the meeting decided, reply to the questions taken away and record what to change, so next year’s AGM starts from this one.
The Companies Act 2006 sets different AGM rules for private, public and traded companies. A traded company is one whose voting shares are admitted to trading on a UK or EU regulated market (section 360C). The articles can add to these rules, for example with a longer notice period. The table is a summary, not a substitute for the Act or your articles.
| Rule | Private company | Public company | Traded company | Where |
|---|---|---|---|---|
| Must it hold an AGM? | Only if its articles require one, or it is a traded company | Yes, every year | Yes, every year | s.336 |
| Deadline | Set by its articles, if they require an AGM | Within six months beginning with the day after the year end | Six months (public) or nine months (private) after the year end | s.336(1), (1A) |
| Notice of the AGM | At least 14 clear days | At least 21 clear days | At least 21 clear days | ss.307, 307A, 360 |
| Shorter notice | If a majority in number of the members, holding at least 90% of the voting shares, agree (up to 95% if the articles say so) | Only if every member entitled to attend and vote agrees | Not for an AGM | ss.307(4)–(6), 337(2) |
| Annual report sent | By the filing deadline, or when filed if earlier | At least 21 days before the AGM | As for its public or private status | s.424 |
| Members’ resolutions | Not under section 338 (statements under section 314 still apply) | 5% of voting rights or 100 members; by six weeks before or when notice is given | As public, plus other matters under section 338A | ss.314, 338, 338A |
| Website publication | Not required by the Act | Not required by the Act | Notice, voting totals and members’ requests, kept for two years | s.311A |
| Poll results | Not required by the Act | Published on a website if the company is quoted | Published on a website within 16 days | s.341 |
Rules that apply to every company. The notice states the time, date and place and the general nature of the business (section 311), and a special resolution is valid only if its text was in the notice (section 283(6)). Every notice states the right to appoint a proxy (section 325), and the articles cannot set a proxy deadline earlier than 48 hours before the meeting, not counting non-working days (section 327). Two qualifying persons are a quorum unless the articles say otherwise (section 318), the articles cannot stop five members or 10% of the voting rights demanding a poll (section 321), and minutes are kept for at least ten years (section 355). Special resolutions go to Companies House within 15 days (sections 29 and 30).
Other bodies and the US. A charity that is not a company, a society or a club follows its own constitution for its annual meeting. In the US, annual shareholder meetings are set by state corporate law and the company’s bylaws. Under Delaware’s General Corporation Law, for example, the annual meeting to elect directors is held on a date set by or under the bylaws (section 211(b)), notice goes out between 10 and 60 days before the meeting (section 222(b)), and the board can allow stockholders to attend and vote by remote communication (section 211(a)). Listed US companies also follow the SEC’s proxy rules and their exchange’s rules. The first task’s notes cover these cases.
Enter the AGM date and each task falls due a set number of working days before or after it, from the deadline check about twelve weeks out to the filings and next year’s date afterwards. If the meeting moves, change the date once and the timetable follows. Tasks are assigned from the four people named in the first task, and the Tasks Grid shows each of them what is due. Run it on a recurring schedule so next year’s AGM starts on time.
The company type shows the notes on the deadline, the notice period, the annual report and the notice contents for a private, public or traded company, or another body. A hybrid or electronic meeting adds the platform tasks, special resolutions add the drafting and the Companies House filing, the auditor adds its resolutions, and a poll adds the count and the published results.
The board approves the notice, the resolutions and the annual report before they are sent. That step halts the checklist, so the pack cannot be circulated and the meeting cannot be run in the checklist until the decision is recorded. See how approvals that halt a checklist work.
CheckFlow does not send notices, collect proxies or count votes; your registrar or your own systems do that. It keeps the AGM plan in one place: who does what and by when, the board’s approval, the proxy figures, the results and the minutes on the tasks they came from, and a record of what was done, so next year’s AGM starts from this one. The checklist view shows the whole plan to the company secretary, the chair and the finance team.
Preparing the board meetings around the AGM? Use the Company Board Meeting Preparation Checklist for the board meetings that approve the accounts and the notice, and the Annual Accounts & Statutory Filing Checklist for the accounts themselves. For the wider investor programme, see the Investor Communication & Reporting Framework Checklist and the Strategic Investor Relations & Stewardship Checklist. A charity board meeting has its own Board Meeting Preparation Checklist for Nonprofits & Charities.
Company Board Meeting Preparation Checklist
Annual Accounts & Statutory Filing Checklist
Investor Communication & Reporting Framework Checklist
Strategic Investor Relations & Stewardship Checklist
Board Meeting Preparation Checklist for Nonprofits & Charities
Describe the process in a sentence and the AI checklist generator drafts the phases and tasks for you.
The deadline for holding the AGM and the rules in your articles; a timetable agreed with the board; the business and each resolution in full, marked ordinary or special; any members’ requests; the notice of meeting with the proxy statement and the proxy form; the board’s approval before anything is sent; circulation of the notice and annual report to members, directors and the auditor; the venue, registration and any electronic platform; the chair’s script, likely questions and the proxy count; quorum, voting and the results on the day; and the minutes, filings and follow-up actions afterwards.
Not under the Companies Act 2006, unless it is a traded company. Section 336 requires an AGM of public companies and of private companies whose voting shares are traded on a UK or EU regulated market. A private company holds one when its articles require it, and many older articles do. If yours do not, the members can take most decisions by written resolution instead. Check the articles before you decide not to hold one.
Within six months beginning with the day after its accounting reference date, its financial year end (section 336(1)). For a 31 December year end, that means by 30 June. Missing it is an offence by every officer in default. The accounts must also be laid before a general meeting by the end of the period for filing them, which is six months after the year end for a public company (sections 437 and 442). A private company that is a traded company has nine months.
At least 21 clear days for a public or traded company’s AGM, and at least 14 clear days for a private company’s general meeting, or longer if the articles say so (sections 307 and 307A). Clear days leave out the day the notice is given and the day of the meeting (section 360). A notice posted or emailed is treated as received 48 hours later, not counting non-working days (section 1147), so allow for that too. This checklist sends the notice about five weeks before the meeting.
The time, date and place of the meeting and the general nature of the business (section 311); for a public company, a statement that it is the annual general meeting (section 337); the full text of any special resolution, marked as special (section 283(6)); and a prominent statement of the member’s right to appoint one or more proxies (section 325). A traded company adds the website address, the voting record time, how to attend and vote, proxy forms, any advance or electronic voting and the right to ask questions (section 311(3)).
An ordinary resolution is passed by a simple majority, and a special resolution by at least 75% (sections 282 and 283). On a show of hands that is a majority of the votes cast; on a poll, of the voting rights of the members who vote. Special resolutions are needed for decisions such as changing the articles. They are valid only if the notice gave their text, and a copy goes to Companies House within 15 days of being passed (section 30).
The Companies Act does not stop members attending, speaking and voting by electronic means (section 360A), but whether your company can hold an electronic or hybrid AGM depends on its articles, so check them first. A traded company can put conditions on electronic participation only to identify the people taking part and keep the communication secure, and they must be proportionate. In Delaware, the board can allow stockholders to take part and vote by remote communication (section 211(a) of the General Corporation Law).
Write up the minutes and have the chair sign them; minutes of general meetings are kept for at least ten years (section 355). Send any special resolution, and amended articles, to Companies House within 15 days (sections 26, 29 and 30). A quoted or traded company publishes poll results on its website, a traded company within 16 days (section 341). Then pay any dividend declared, reply to questions taken away, update the registers and set next year’s date.
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