A Shareholder’s Rights at General Meetings

An AGM is a general meeting of a company's shareholders, which is required to be held (under section 336 of the Companies Act 2006) by a public company within six months beginning with the day following its accounting reference date (i.e., every year, in effect).

Private limited companies have a similar requirement which can be excluded by a shareholder resolution - in the case of a private limited company, the relevant period is nine months beginning with the day following its accounting reference date.

A shareholder wishing to requisition a resolution at the AGM of a public company needs to serve the requisition in line with the provisions of the Companies Act 2006 and the articles of association of that particular company.

Under section 338 of the Companies Act 2006, to qualify for the right to require that a resolution be put before the AGM, the requisition must be made by a shareholder (or a group of shareholders) that represents at least 5% of the total voting rights of all the shareholders having a right to vote on the resolution at the AGM.

Section 338 of the Companies Act 2006 outlines the requirements as to the form and content of a shareholder's requisition for a resolution, which includes that the requisition must:

• Identify the resolution being made.
• Be received by the company by six weeks before the AGM that it is to be heard (certain exceptions may apply under section 360 of the Companies Act 2006).
• Be made in either hard copy or electronic form.
• Be authenticated by the person or persons making it.

The requisition must be made within the time frame provided above. It is also important to consider any authentication requirements in the company's articles of association and section 1146 of the Companies Act 2006.