The way companies hold their Annual General Meetings (AGMs) appears to be under consideration again, with the publication of the GC100 Guidance for Virtual Meetings of Shareholders and an indication that the Government may review the provisions of the Companies Act 2006 (CA 2006) governing shareholder meetings. In a written statement to Parliament on 14th October 2025 launching Invest 2035: the UK’s Modern Industrial Strategy, the Secretary of State for Business and Trade said “Efforts to modernise (reporting) will also include examining the potential for updating shareholder communication in line with technology and clarifying the law in relation to virtual AGMs.”
AGMs during and since covid
During the pandemic, the Corporate Insolvency and Governance Act 2020 relaxed requirements for shareholder meetings to allow companies to hold valid AGMs in compliance with the social distancing rules, as we discussed in our podcast No going back: what's here to stay for virtual AGMs and Directors' duties. There was speculation that companies might continue to hold virtual or hybrid, combining a quorate physical meeting with some shareholders joining online, shareholder meetings after the pandemic, as we considered in our article, Running an effective AGM in 2022 and beyond.
However, statistics for FTSE 250 members’ AGMs in 2025 show that companies have, in the main, reverted to holding traditional in person AGMs, with very few opting for a hybrid approach and even fewer holding a virtual only AGM.
Virtual meetings
One of the stumbling blocks to the holding of virtual only meetings are the provisions of the CA 2006 relating to notice of meetings, in particular section 311, which commentators interpret as requiring a physical place of meeting.
The consequences of a shareholder meeting not being called in accordance with a company’s articles of association and the CA 2006 are that both the meeting itself and, crucially, the resolutions passed at that meeting may be invalid and, therefore, actions taken by the company in reliance on those resolutions could be ineffective. This may be a factor in companies’ decisions to continue to hold in person shareholder meetings, despite the wider engagement opportunities a virtual meeting might offer.
Another stumbling block may be the cost associated with holding an entirely virtual meeting and the relatively few providers of the necessary technology to do this currently, although the number of providers of online shareholder meeting technology seems to be growing.
The Government’s commitment to review the legislative provisions in CA 2006 on meetings has been welcomed, although the GC100 is concerned that these amendments have been pushed back to 2027. The GC 100’s guidance on virtual meetings anticipates a move towards virtual meetings.
GC100 Guidance
If the Government presses ahead with its intention to clarify the law, by amending the CA 2006, holding virtual only shareholder meetings may become more commonplace. The GC100 has issued useful guidance for companies considering holding a virtual shareholder meeting, whose articles permit them to do so, to help ensure that the meeting meets both statutory and governance requirements.
Its recommendations cover issues such as:
- communicating with shareholders about a virtual meeting;
- registration at a virtual meeting;
- how to display documents at a virtual meeting; and
- how to conduct the Q&A part of a meeting for effective engagement and participation by shareholders who want to question the board.
Hybrid meetings
During the pandemic, when in person meetings weren’t possible but companies wanted to engage with shareholders, hybrid meetings – where there is a live in person meeting at which there is a quorum of shareholders and other shareholders join virtually, for example on Zoom or Teams or using specific meeting technology – took place. This enabled shareholders to continue to exercise their rights to attend, speak and ask questions at AGMs even if, in many cases, shareholders couldn’t vote virtually and instead had to submit proxies in the usual way.
Hybrid meetings have not become as commonplace as commentators anticipated since the pandemic which may, in part, be due to cost. Because a hybrid meeting combines an in person meeting, which may involve paying for a meeting venue and associated costs, with a virtual one using meeting technology, it is likely to be more expensive than a traditional physical meeting.
A hybrid meeting also carries risks from technology failure which could prevent shareholders exercising rights and could lead to challenges to the validity of the meeting from those attending virtually.
Many companies’ articles of association may also need to be amended to permit virtual attendance at shareholder meetings and this may also have been a reason for companies opting to return to in person meetings after the pandemic.
Amendments to a company’s article of association
Companies that are considering using technology to conduct shareholder meetings, whether fully virtual or hybrid, will need to ensure that their articles of association permit meetings, including AGMs, to be held in this way and should review the relevant provisions. Companies with older articles of association, predating the CA 2006, may well not be permitted to hold meetings other than in person and will need to amend their articles to allow them.
Provisions addressing what to do, for example, if there is a failure of technology during a meeting, would be useful to ensure that virtual or hybrid meetings involving technology do not end up being invalid if that technology goes wrong.
If you are considering updating the way in which you hold your company meetings, please contact the authors or a member of our Corporate team for advice.
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