The legal provisions permitting closed shareholder meetings because of the
COVID-19 pandemic, notwithstanding the provisions of a company’s
constitution, expired on 30th March 2021. Many companies may
however still consider it both necessary and desirable to limit the size of
gatherings and want to recommend to its shareholders that they do not
attend such meetings in person.
There remains some legal uncertainty over the holding of purely virtual
general meetings and therefore the most practical way for a company to
proceed is to hold a hybrid meeting. Section 311 of the Companies Act 2006
requires the notice of a general meeting to state the time, date and place
of the meeting. The legal uncertainty concerns whether a meeting held
purely on an electronic or virtual platform, meets the “place” requirement.
Unless a company’s articles specifically prohibit virtual attendance at
meetings or require shareholders to be physically present to count as
attending, it is generally considered that a company can host a hybrid
A hybrid meeting is a meeting that is held both at a physical location and
electronically, providing shareholders with the option to attend the
meeting either in person or virtually. In most cases, there will be a
closed meeting at a physical location with no shareholders in attendance
other than those required, with most shareholders attending the meeting
For a hybrid meeting to be validly held all participants, whether physical
or virtual, must be able to participate on an equal basis. Companies will
need to give some thought to this and ensure it has the technology in place
to allow everyone to speak and be heard. Companies can however strongly
recommend shareholders do not attend in person, given the potential risks
associated with this and suggest that for voting, the chairperson is
appointed as their proxy. This template has been drafted on the basis that
most shareholders will attend virtually, and the chair has been appointed
as their proxy.
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