Although, in general, private companies no longer need to hold Annual General Meetings many still do so as they don’t know what is needed to stop. In reality they probably don’t need to do anything.
Under the Companies Act 1985 and its predecessors every company had to have an annual general meeting each year. Latterly a private company could pass a resolution to dispense with holding an annual general meeting.
The current legislation is the Companies Act 2006 which does not require private companies to hold an annual general meeting.
The company’s articles may require an annual general meeting to be held. This is likely to be the case if the articles pre date the 1985 act. If so the company would have to change its articles to stop the AGM habit.
The directors can still hold an AGM if they want to and the holders of 5% or more of the voting shares can require them to do so. If the directors simply don’t call an AGM one year it is up to a member to do something if he wants one.
The business of an AGM is usually to approve the accounts and reappoint the auditors.
Under the 2006 Act, private companies are not obliged to lay accounts and reports before general meetings. Therefore, for private companies, there is no statutory link between the accounts and annual general meetings, although the articles may create such a link.
In recent years most private companies have given up appointing auditors. Even if they still do under the 2006 Act auditors of a private company will be deemed to have been re-appointed, save in exceptional circumstances, so there is no need for an AGM for that reason.
