AGM Notice Periods
AGM season is upon us and, yet again, one of the first steps is to make sure the AGM notice period is calculated correctly. The rules can be confusing and the objective here is to clarify and provide a standard for the date of the notice.
MSP Company Secretarial can assist you with your AGM needs, from advising on the preparations to officiating at the AGM, preparing the minutes and make the statutory filings required. An important first step, is helping you navigate the complexities of the regulations and help you determine your AGM Notice Period.
Any reference to an Act or section of statute is a reference to the Companies Act 2006 unless explicitly reference is made to another regulation.
What is the 21-day notice for an AGM?
The Act states that the notice period for an AGM is 21 days’ notice; however, it is important to realise that the requirement means 21 clear days’ notice (section 360 – the clear day rule). According to section 360(2), the first day of the 21-day period of notice is the day after the day on which the notice is given. The practical interpretation of when notice is given is set out in a company’s articles (i.e. when notices and other documents are sent to shareholders) and section 1147.
So how long is the ’21 day period’ really?
When a document is sent by post to an address in the UK it is deemed to have been received by the intended recipient 48 hours after it was posted (section 1147). In calculating a period of hours for these purposes no account shall be taken of any part of a day that is not a working day (for a definition of “working day” see section 1173(1)).
Your company’s articles can override the 48-hour provision and many companies do shorten this period to 24 hours in their articles (section 1147(6)(a)). If the statutory provisions apply, no account is taken of any part of a day that is not a working day but often the relevant company’s articles do not contain this restriction.
None of these regulations make what should be simple calculation straightforward, so we have set out a standard formula to compute the date of a meeting from the date of the day of notice:
- Day of notice = N (assuming date of notice is also the date sent)
- N+2 = day of deemed receipt (provided N+1 or N+2 is not a weekend or bank holiday)
- N+3 = day 1 of notice period
- N+23 = day 21 of notice period
- N+24 = first possible date of meeting
From this you can see that 21 days is at least 25 days and could be as many as 27 days.
When thinking about your AGM you may also wish to consider the whole of the AGM package which includes the minutes, the resolutions for Companies House and the Chairman’s script. We can draft or review your notice and provide the complete AGM package for you, including someone to attend the meeting to assist with such matters as signing in of shareholders and conducting a poll if required.
If you feel your company can benefit from our expertise and would like further details, please contact MSP Company Secretarial.
When can the 21 day notice period for an AGM be shortened?
Only non-traded PLCs can hold an AGM on shorter notice. See our in-depth article on AGM preparation for more information on shortening the 21 day notice period.
Section 337(2) permits a shortening of the 21-day notice period for a non-traded PLC “if all the members entitled to attend and vote at the meeting agree to the shorter notice”.
For a general meeting (not an annual general meeting) of a non-traded PLC, then a shorter notice can be called with the agreement of at least 95% of the members (section 307(6)).
Special Notice requires a longer notice period
When planning your AGM, note that if a resolution is proposed that requires special notice, then at least 28 clear days’ notice is required (section 312).
Resolutions removing a director (section 168(2)) and removing an auditor (section 511(1)) require special notice.
Companies adopting the UK Corporate Governance Code – longer notice encouraged
Companies that have adopted the UK Corporate Governance Code are encouraged under paragraph 37 of FRC Guidance (updated on 5 November 2025) to send the notice of AGM and related papers “at least 20 working days before the AGM”.
AGM Notice Period: Frequently Asked Questions
AGM notice periods for private limited companies vs public limited companies (PLCs)
As noted in our in-depth article on preparing your AGM, a PLC is legally required to hold a “general meeting as its annual general meeting in each period of 6 months”. The PLC must be clear in its communication to applicable shareholders that the meeting is an AGM. A shareholder meeting not clearly communicated as an annual general meeting will not meet the requirements laid out in the Companies Act 2006. The 21-day notice period is the minimum notice period required for an AGM as discussed above.
For private companies, the rules are different. Limited companies are not required to hold an AGM under The Act, but they may have a requirement for an AGM included in their Articles of Association. The minimum notice period for a private company AGM is 14 days not 21 days, but the calculation in principal remains the same as above, and some organisations may have a longer notice period required by their governing documents.
MSP Company Secretarial can provide support in defining your AGM requirements and calculating appropriate notice periods. Find out more here.
What happens if the AGM notice period given is too short?
Section 301 of the Act says “A resolution of the members of a company is validly passed at a general meeting if – (a) notice of the meeting and of the resolution is given, and (b) the meeting is held and conducted, in accordance with the provisions of [Part 13, Chapter 3 of the Act] (and, where relevant, Chapter 4) and the company’s articles.” Where the notice period requirements of Part 13 are not observed, then associated resolutions are invalid.
Do all general meetings of a traded company need to be called on 21 clear days’ notice?
A general meeting and an annual general meeting of a traded company need to be called on 21 clear days’ notice, however, for a general meeting (note, not an annual general meeting) a traded company can give 14 clear days’ notice if it satisfies the requirements of section 307A – that is:
- A special resolution reducing the period of notice to not less than 14 days has been passed at the immediate preceding annual general meeting, or at a general meeting held since the last annual general meeting;
- The meeting being called in not an annual general meeting; and
- The company offers a facility, offered by the company and accessible to all such members, to appoint a proxy by means of a website.
What should be included in an AGM notice?
In short, an AGM notice package should contain the following:
- The date, time and place of the meeting. If an AGM includes remote, or virtual meeting procedures, then the notice should also include information and links on how to join and the voting process. Most PLCs also add this information to the company’s website – traded companies must include the details set out in section 311A on their website.
- The full content for any resolutions or special resolutions which will be raised at the meeting
- Information on the right to appoint a proxy for shareholders. Including this in one of the legal requirements for holding an AGM. A statement should include voting procedures for proxy votes, too.
- The deadline for appointing a proxy. This is typically 48 hours before the meeting
- Notes and supporting documents.
For a complete and detailed account of how to prepare your AGM and what to include in your AGM notice package, read our article here. MSP Company Secretarial can provide guidance and support in creating your notice of AGM or SGM.
What are the quorum requirements for an AGM?
As detailed in our article on preparing and conducting an AGM, the quorum requirements for an annual general meeting is two members (or their nominated proxy) present, unless specified otherwise in a company’s Articles of Association. Read our detailed article on achieving a quorum for general meetings for more information.
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