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Annual General Meetings - Are they required?

This is a very pertinent question, and surprisingly, not one that is too difficult to answer.

The Companies Act 2006 abolished the statutory requirement for private companies to hold Annual General Meetings (AGM). The Government's explanatory notes expressly say that private companies were no longer required by statute to hold an AGM. However, Parliament specifically preserved AGM requirements contained in the articles of existing private companies.The transitional provisions provide that the repeal of the old section 366 requirement does not alter a provision in a private company's articles which expressly requires the company to hold an Annual General Meeting.

What does that mean for Church Mews Management Company (Mitcham) Ltd?

The Memorandum and Articles of Association for Church Mews Management Company (Mitcham) Ltd (CMMCM Ltd),Incorporated on the 1st July 1988 states:

"The Company shall hold a General meeting every year as its Annual General Meeting in addition to any other meeting in that year and shall specify that meeting as such in any notice calling it; and not more than fifteen months shall elapse between the date of one Annual General meeting of the Company and that of the Next. Provided that so long as the Company holds its first Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The annual general meeting shall be held at such a time and place as the directors shall appoint."

Memorandum of Articles of Association, Church Mews Management Company (Mitcham) Ltd. 1988, General Meetings, Paragraph 10

We can clearly see that the Articles state that CMMCM Ltd must hold an AGM every year, and not more than 15 months after the previous AGM was held. The Companies Act 2006 does not apply to CMMCM Ltd as it was incorporated in 1988 under the Companies Act 1985 under the regulations of Table A

Let us break this down a little to make it easier to understand.

The article states:

"The Company shall hold a General meeting every year as its Annual General Meeting..."

and then expressly requires:

"not more than fifteen months shall elapse between the date of one Annual General meeting and that of the Next."

It also states:

"The annual general meeting shall be held at such a time and place as the directors shall appoint."

This is a very clear obligation contained within our company's constitution. AGM's MUST BE HELD EVERY YEAR. This is clearly diametrically opposed to advice given to CMMCM Ltd for the past 15 years or so. Although Section 366 was repealed, the requirement to hold AGM's is firmly embedded in the Company's constitution through our Memorandum and Articles of Association.

There is an absolute need to get the Company back into following its LEGAL constitution.

Coming soon: Why Annual General Meetings are Important [to Church Mews Management Company (Mitcham) Ltd.]

What the Directors SHOULD be considering.

On the 26th October 2025 I wrote the following e-mail to the two directors of Church Mews Management Company (Mitcham) Ltd:

I am pleased to note that the company is now in full legal compliance in accordance with the Articles of Incorporation. However, I remain concerned that, notwithstanding the recent appointment, we may continue to experience operational inertia in respect of performance and oversight.

I would therefore like to draw your attention to several matters that require prompt consideration and remedial action under Sections 3(a) and 3(b) of the Memorandum of Association of Church Mews Management Company (Mitcham) Ltd.

External Cladding
The external cladding of Noble Court is in a notably extremely dirty and unsightly, which detracts from the overall aesthetic and kerb appeal of the property. It is observed that the white cladding has not been cleaned for over ten years and is looking a grubby grey in colour. A comprehensive deep-clean using water and an appropriate proprietary detergent is urgently required.
Internal Fire Doors and Electrical Cupboard Doors
These doors require cleaning with water and a suitable proprietary detergent. Their current state of grubbiness has become more apparent following the recent internal redecoration works—works which were undertaken on decisions made by a single director acting unilaterally at that time, making any decisions invalid. I recommend that a monthly cleaning schedule be instituted for these fixtures.
Front Boundary Wire Mesh
The existing wire mesh along the frontage of Noble Court has significantly deteriorated and no longer serves its intended function of preventing windblown litter ingress. It has been in this state for in excess of one year. Having been in place for more than a decade and subjected to multiple repairs, it has exceeded its serviceable lifespan and should be fully replaced.
Wooden Boundary Fence
A large hole remains in the wooden boundary fence within Noble Court. This has existed for several years and detracts considerably from the kerb appeal, presenting an image of neglect. It is worth noting that, while this damage has gone unrepaired, company funds were previously utilised to repair a fence owned and installed by neighbouring flats. This inconsistency warrants immediate review.
Non-Functional Exterior Lighting
One of the recently replaced exterior bulkhead lights has never functioned since installation. Should there be no intention to investigate and rectify the issue, it would be preferable to remove the fixture entirely, as its current state conveys a sense of neglect and diminishes the overall ambience of the development.
Former Japanese Knotweed Area
The area where Japanese Knotweed once proliferated has been left in a neglected state, resembling wasteland. The bed now requires clearing and replanting to restore the shrubbery previously established there. While this work should ideally be undertaken in the spring, there is time in abundance for planning and procurement.
Discarded Metal Containers
Two rusted metal catering tins have been left discarded outside Block 25–32 for several years. These are unsightly and further contribute to an impression of neglect. Prompt removal is required.
Bulky Refuse Management
Bulky waste is often left for an excessive period before disposal. Considering the previously reported budget surplus of £7,000—then allocated to the interior decoration—it is evident that adequate funds are available to facilitate more timely waste removal. Extended accumulation of such refuse detracts from both the kerb appeal and the perceived maintenance standards of Noble Court.
Noble Court Signage
The existing blue plastic “Noble Court” signage is of inferior quality, visibly worn, and beyond its serviceable life. It should be removed and replaced with signage of a more durable and aesthetically suitable design. The current sign contributes to an overall impression of neglect.

I trust that the above matters will receive your prompt attention and that appropriate remedial action will be undertaken in due course, in alignment with the company’s governance obligations and commitment to maintaining a well-presented and responsibly managed development.

On the 26th October a director replied:

Many thanks for this - I do note your ‘inertia’ comment - some people have a life to live - it is so kind of you to scour the property for things that do not seem to reach your high standards.

We will discuss these and you may now relax as we are now fully staffed.

The actions taken by the RMC to rectify the faults are as follows:

External Cladding - No action taken. It has been more than 10 years since this was cleaned. Our leases state that it must be cleansed every 5 years.
Internal Fire Doors and Electrical Cupboard Doors - No action taken to remedy the fault.
Front Boundary Wire Mesh - No actions take to remedy the fault.
Wooden Boundary Fence - No actions taken to remedy the fault. Chairperson AMB said, at the AGM, that they would look into the hole.
Non-Functional Exterior Lighting - No actions taken to remedy the fault.
Former Japanese Knotweed Area - No actions taken to remedy the fault.
Discarded Metal Containers - No actions taken to remedy the fault. This one was finally rectified 01/09/2026 when the rusty old cans were moved 5 meters to the bins by the groundsman.
Bulky Refuse Management - Most of it has been removed. Some still remains in one of the bin sheds.
Noble Court Signage - No action to remedy the fault.

I leave you the reader make of it what you will. The above is correct at the time of publishing: 24/08/2026 18:00hrs.

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