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Are pre-CA 2006 companies still required to hold AGMs or have a secretary?
Two significant changes made by the Companies Act 2006 for private limited companies were the removal of the requirement to hold an Annual General Meeting (AGM), and the removal of any requirement to have a company secretary appointed. Public Limited Companies (PLCs) are still required to hold AGMs and to appoint a company secretary.
For all new private companies set up from October 2009, holding AGMs and having a secretary are therefore completely optional unless their Articles specifically state otherwise.
Older private companies are also allowed to take advantage of the new rules, but again this is subject to the Articles. It is therefore very important to check your company’s Articles and see whether they specifically require the company to hold an AGM and/or have a secretary appointed. If so, the company cannot follow the new rules until the Articles are amended.
It is worth noting that some types of private company (for example, property management companies) may still want to keep the requirement for an AGM despite the new rules, as this is a good opportunity to communicate with shareholders. The Articles prescribed by the Charity Commission for limited by guarantee companies registered as charities also require such companies to hold AGMs. Meanwhile, although it is now optional to appoint a company secretary some companies still find it is useful to appoint one to maintain the company’s statutory records, ensure the company is up-to-date with any Companies House filings and generally act as an additional officer of the company (for example, for signing documents) without having the full responsibility of a director.
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