Holding Hybrid General Meetings
The flexibility that companies had under the Corporate Insolvency & Governance Act to conduct closed general meetings (including annual general meetings) expired on 30th March 2021. Closed meetings are therefore no longer permitted. However, many companies may still consider it both necessary and desirable to limit the size of gatherings and wish to recommend to its shareholders that they do not attend such meetings in person.
Although many private companies will be able to pass shareholder resolutions by the written resolution procedure, companies may need to hold general meetings (or an annual general meeting), for example to remove a director.
As there remains some legal uncertainty over the holding of purely virtual general meetings, the most practical way for a company to proceed is therefore to hold a hybrid meeting. 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 to meet the quorum, with most shareholders attending the meeting virtually.
Section 311 of the Companies Act 2006 requires the notice of a general meeting to state the time, date and place of the meeting and there is some doubt over whether a meeting held purely on an electronic or virtual platform, meets the “place” requirement. However, 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 may host a hybrid 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.
Considering these changes, a new suite of templates, which relate to general meetings (and annual general meetings), have been produced. These templates should be used when conducting a hybrid meeting. These include:
· board minutes to convene the meeting;
· a notice of meeting;
· minutes of the meeting;
· a form of resolutions for the meeting;
· a form of proxy;
· a letter to shareholders explaining the changes; and
· a form of special resolution to amend company articles if required.
These templates are only designed for use by private limited companies.
The contents of this Newsletter are for reference purposes only and do not constitute legal advice. Independent legal advice should be sought in relation to any specific legal matter.