AGM minutes are the members' record of their annual general meeting: who came, whether there was a quorum, what reports and accounts were put before them, who was elected, and each resolution in its exact words with the result. For a UK company they are a legal record kept ten years; for a club, the constitution decides what they hold.
This guide is published by EdCitation. Every provision was read on legislation.gov.uk, the California Legislature's site or GOV.UK on 26 September 2026. It is general information, not legal advice: your articles or constitution come first, and the company secretary, the charity's governing document or a solicitor answers for your body.
Note-taking is in how to take meeting minutes, the agenda in how to write a meeting agenda. EdCitation never writes anyone's minutes. Its free Check your paper is built to read written instructions into a checklist, and Cite a source builds the reference for an Act or guidance your papers quote; we ran both on real documents below.
What is an AGM, and who has to hold one?
An AGM is the yearly general meeting of an organisation's members, not of its board. Whether one is required depends on the body.
Companies in the UK
Under section 336 of the Companies Act 2006, every public company must hold an AGM within six months of the day after its accounting reference date, and a private company that is a traded company within nine; failure is an offence by every officer in default. Other private companies hold one only if their articles ask. General meetings are far more closely regulated by the Act than board meetings, as ICSA (2017) notes, and a private company may pass members' resolutions in writing instead (section 281(1)), except to remove a director or auditor early (section 288(2)).
Charities with members, in England and Wales
The Charity Commission for England and Wales (2024) says a membership charity usually has to hold at least one general meeting a year, the AGM, under rules in its governing document. A charitable company need not hold one unless its governing document says so, and any charity may hold one voluntarily.
Clubs, societies, associations and residents' groups
An unincorporated club answers to its own constitution; no statute sets its AGM. Millwall Rugby Club (2026), for example, requires an AGM between April and August, attended by members only, to receive reports and a financial statement, elect officers and committee, and receive a list of members.
A US example: California nonprofits
California's nonprofit public benefit corporations must hold a regular members' meeting in every year in which directors are to be elected at it (Corporations Code § 5510(b)); a court may order an overdue one. A corporation whose articles or bylaws provide for no members has none (§ 5310), and so no members' meeting.
What business does an AGM usually take?
The minutes follow the agenda's order. This one is ours, built from CC48 and the rules below; your constitution overrides it.
- Opening: the chair, the time, and the quorum declared.
- Apologies for absence, and any proxies received.
- Minutes of the last AGM, approved and signed.
- Matters arising from those minutes.
- The annual report, with members' questions.
- The accounts, with the auditor's or examiner's report.
- Appointment of the auditor or independent examiner, where the members make it.
- Elections of officers and committee, or directors retiring by rotation.
- Resolutions and members' motions, each as it appeared in the notice.
- Any other business, only if the rules allow it.
- Close, with the time.
Any other business
Take it only where your rules allow, and never for a decision that needed notice. A company's special resolution is valid only if the notice carried its text (section 283(6)), and in California a special meeting may transact only the business its notice named (§ 5511(a)).
Accounts, auditors and examiners
A public company's directors must lay its accounts and reports before a general meeting (section 437), and the next year's auditor must be appointed before that meeting ends, which the members may do by ordinary resolution (section 489). A private company's auditor is deemed re-appointed without a vote unless an exception in section 487(2) applies. For a charity in England and Wales with gross income over £25,000 but below the audit threshold, the trustees choose between an independent examiner and an audit (Charities Act 2011, s. 145); where a constitution puts the appointment to the members, minute it. CC48 also asks the chair to say which votes, if any, bind the trustees: minute that too.
What should AGM minutes record for each item?
Each item needs its own fact on the record, and each fact has a source.
| AGM item | What the minutes record | Source |
|---|---|---|
| Attendance | Members present, with the signed register attached | CC48 |
| Quorum | The number present, and whether proxies count | Companies Act 2006, s. 318; model art. 38; the constitution |
| Proxies | How many were received and who held them | s. 324; model art. 45; the constitution |
| Last AGM's minutes | Approved, and signed by the chair | s. 356(4); the constitution |
| Annual report and accounts | Laid or received, questions taken, the auditor's or examiner's report | s. 437 (public companies); the constitution |
| Auditor or examiner | Who was appointed, and by what resolution | s. 489; Charities Act 2011, s. 145 |
| Elections | Candidates, the method, the votes for each, who was declared elected | Model art. 21 (public); the constitution |
| Resolutions | The exact text, ordinary or special, show of hands or poll, the figures | ss. 281 to 283 |
| A special resolution passed | Its text, matching the copy sent to the registrar within 15 days | ss. 29 and 30 |
| The rulebook itself | What the constitution requires of the AGM | Your constitution; Check your paper lists it |
| An Act or guidance quoted | A full reference | Cite a source builds it |
How do you record elections at an AGM?
Record who stood, how the vote was taken, the figures for each candidate, who was declared elected, and any post left empty.
Under the public company model articles, all directors retire at the first AGM; later, any director appointed by the board since the last AGM, or not re-elected at either of the two before, retires and may stand again (Companies (Model Articles) Regulations 2008, sch. 3, art. 21). Minute each re-election by name.
A club's constitution can be stricter. Millwall Rugby Club's (2026) requires a vote even for a lone candidate, who needs at least half the votes cast, proxy and email votes included where allowed, and limits who may vote for each team manager. Minutes saying only "the committee was re-elected" cannot show either rule was kept.
How are ordinary and special resolutions minuted?
Write each resolution in the notice's words, say whether it was ordinary or special, and give the result.
The two kinds, under the Companies Act 2006
An ordinary resolution passes by a simple majority, and is what the Act means whenever it does not name a kind (sections 281(3) and 282). A special resolution needs at least 75%: on a show of hands, of the votes cast by those entitled to vote; on a poll, of the voting rights of members voting in person, by proxy or in advance (section 283). At a meeting it is special only if the notice gave its text and said it would be proposed as special.
Under the private company model articles (sch. 1), only the chair may amend a special resolution at the meeting, and only to correct a non-substantive error (art. 47(2)). A copy goes to the registrar within 15 days (sections 29 and 30), so the minute and the filed copy should match word for word.
Clubs and California
A club sets its own majorities: Millwall's constitution wants two-thirds of those present and voting at an AGM to transfer its assets to a limited company. In a California nonprofit, a majority of the voting power represented and voting decides, unless the law, articles or bylaws ask for more (§ 5512(a)).
How do quorum, proxies and polls show in the minutes?
State the numbers: they are what shows a vote was valid.
Quorum. Unless the articles say otherwise, two qualifying persons (members, corporate representatives or proxies) make a company's quorum, one for a single-member company (section 318); without one, only the chair may be appointed (model art. 38). Millwall's is 10 members or a fifth of the membership, whichever is less, in person. California's default is a third of the voting power, and after members leave, each action needs a majority of the quorum figure (§ 5512(a), (c)): minute the count at each vote.
Proxies. A company member may appoint a proxy to attend, speak and vote (section 324), by a written notice as the private company model articles set out (art. 45). A charity follows its governing document (CC48), and a club its constitution: Millwall's allows proxies only under procedures sent out with the notice. In a California nonprofit a proxy is allowed unless the articles or bylaws limit it, and lapses after 11 months unless it says otherwise (§ 5613).
Polls. Company articles cannot bar a poll except on electing the chair or adjourning (section 321); under the model articles the chair, the directors, two voters or a tenth of the voting rights may demand one (art. 44). Minute who demanded it and the figures.
Who keeps AGM minutes, and who can see them?
The secretary usually keeps them, and members may see them. A UK company keeps general meeting minutes for ten years (section 355) and lets any member inspect them free (section 358). Minutes signed by the chair of that meeting or the next general meeting are evidence, and until shown otherwise the meeting is taken as duly held (section 356). CC48 asks charities to make them available to members, and trusts and associations to keep them at least six years. California's keeping duties are in our guide to nonprofit board minutes in the US.
The next AGM may be a year away, so in our view circulate the draft within weeks, while memories are fresh. Our guide to approving and correcting minutes covers the signature.
Our AGM minutes template
This template is ours; adapt it to your articles or constitution.
[NAME OF ORGANISATION]
Minutes of the [Annual] General Meeting held on [date] at [time], at [place or platform]
Present: [n] members (register attached). Chair: [role]. Also present, not voting: [auditor, guests].
Quorum: [n] under [clause or section]; [n] in person, [n] by proxy.
1. Apologies: [names or number].
2. Minutes of the AGM of [date]: approved and signed.
3. Matters arising: [each, or "none"].
4. Annual report, by [role]. Questions: [summary]. RECEIVED.
5. Accounts to [date], with the [auditor's / examiner's] report. [RECEIVED / ADOPTED].
6. [Auditor / examiner]: RESOLVED (ordinary) that [name] be appointed. For [n], against [n].
7. Elections: [post]: [candidates]; [method]; [votes each]; [name] elected.
8. [ORDINARY / SPECIAL] RESOLUTION, as in the notice: "[text]". [Hands / poll demanded by …].
For [n], against [n], abstentions [n]. [PASSED / NOT PASSED].
9. Any other business [if the rules allow]: [item]; noted.
10. Closed at [time].
Signed as a correct record: ______________ Chair, [date]
A worked example: an invented club
The club, its constitution and the figures are invented; people appear by role.
Brackenfold Orchard Society (an invented club): minutes of the AGM held on 12 September 2026 at 7.00 pm, Brackenfold village hall (extract)
Present: 53 members (register attached). In the chair: the chair. Quorum under clause 9: 12 members in person; met. Clause 10 does not allow proxies.
1. Apologies from six members.
2. Minutes of the AGM of 13 September 2025 approved and signed.
4. Accounts to 30 June 2026, with the independent examiner's report, RECEIVED. RESOLVED (ordinary) under clause 12 that Examiner A be re-appointed. For 49, against 0.
5. Elections. Chair: one candidate; clause 11 requires a vote; for 48, against 2; elected. Treasurer: Members B and C; secret ballot; B 31, C 20, one spoiled; Member B elected.
6. Special resolution, as in the notice of 15 August 2026: "That clause 7 be amended to raise the annual subscription limit to £40." Clause 14 requires two-thirds of those present and voting. For 41, against 9, abstentions 3. PASSED.
7. Any other business (information only, clause 9.4): parking at the orchard gate; noted. Closed at 8.12 pm.
Where does EdCitation help with an AGM?
EdCitation helps with the rulebook and the references, never the minutes: it drafts nothing and does not judge whether a meeting was valid.
For references it is, in our view, the best tool: it builds each entry from what the page shows, with every detail open to correction, where a chatbot writes from memory. Verify references checks a whole list, free with no account; Pro ($8 a month) and Max ($24) add checks of whole papers, on the pricing page.
A club constitution, run through Check your paper
We pasted Millwall Rugby Club's constitution, last altered at its AGM on 29 May 2026, 11,124 characters, into Check your paper. It returned no rules and set aside 38 sentences for you to check, among them clause 5.1 with its five purposes in one sentence ("…shall be held between April and August of each year in order to: Receive reports…; Receive a duly prepared financial statement…; Elect Honorary officers…; Elect members to serve on management committee; Review membership and receive a list of members.") and the quorum, "10 or one fifth of the membership, whichever is the lesser".
It still missed some. The proxy clause (5.5), the rule that only a general meeting may change the constitution (11.1) and the first sentence of 5.7, on voting for team managers, appeared in neither list. Given the meetings clause alone, 2,535 characters, it set aside eight sentences and dropped the same parts.
So read the constitution yourself, with the table above as your checklist; the tool is built for an assignment's instructions, with word limits and required sections.
CC48, run through Cite a source
Given CC48's address, Cite a source returned this APA 7 entry, title in italics:
Charity Commission. (2024, July 19). Charity meetings. GOV.UK. https://www.gov.uk/government/publications/charities-and-meetings-cc48/charities-and-meetings
It read both dates on the page, published 20 October 2016 and updated 19 July 2024, and dated the entry by the update, as APA 7 does when an update applies to the content (see our guide to citing a website in APA 7). The Charities Act 2011 (s. 13) names the body the Charity Commission for England and Wales. The name can be corrected in the details shown before the entry is built; our reference list carries the fixed entry.
Quick questions
Does a private company have to hold an AGM?
Not under the Companies Act 2006, which requires one only of public and traded companies (section 336). Check the articles.
Can any other business be taken at an AGM?
Only if your rules allow it, and never for a decision that needed notice, such as a company's special resolution, whose text must be in the notice.
What majority does a special resolution need?
At least 75% under the Companies Act 2006, section 283. A club's constitution sets its own, such as two-thirds of those present and voting.
Who signs AGM minutes?
The chair, once the members approve them. For a company, section 356 accepts the signature of the chair of that meeting or the next.
Can EdCitation write our AGM minutes?
No. EdCitation writes no minutes; its free Check your paper can list what a constitution requires, though on a whole constitution it missed clauses, as shown above.
References
- Cal. Corp. Code § 5310 (1984). https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP§ionNum=5310
- Cal. Corp. Code § 5510 (2025). https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP§ionNum=5510
- Cal. Corp. Code § 5511 (2022). https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP§ionNum=5511
- Cal. Corp. Code § 5512 (2001). https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP§ionNum=5512
- Cal. Corp. Code § 5613 (1981). https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP§ionNum=5613
- Charities Act 2011, c. 25. https://www.legislation.gov.uk/ukpga/2011/25/section/145
- Charity Commission for England and Wales. (2024, July 19). Charity meetings (CC48). GOV.UK. https://www.gov.uk/government/publications/charities-and-meetings-cc48/charities-and-meetings
- Companies Act 2006, c. 46. https://www.legislation.gov.uk/ukpga/2006/46/part/13
- Companies (Model Articles) Regulations 2008, SI 2008/3229. https://www.legislation.gov.uk/uksi/2008/3229/contents
- ICSA: The Governance Institute. (2017). Minute taking [Guidance note]. The Chartered Governance Institute UK & Ireland. https://www.cgi.org.uk/media/mpjeexxj/minute-taking.pdf
- Millwall Rugby Club. (2026). Club constitution. https://www.millwallrugby.com/club-constitution