Annual General Meetings for Blocks of Flats: A Complete Guide
A comprehensive guide to the annual general meeting for blocks of flats. Whether you are a director of a residents management company, a right to manage company, or a leaseholder wanting to understand your rights, this guide covers AGM rules, agenda planning, voting procedures, and the role of the managing agent in ensuring your meeting runs smoothly.
What Is an AGM and Why Does It Matter?
An annual general meeting is the formal meeting held once a year at which the members of a management company come together to review the running of their building, approve the service charge accounts, elect directors, and vote on resolutions that affect the management of their block of flats. It is the primary mechanism through which leaseholders hold their directors and managing agent accountable.
For a residents management company or a right to manage company, the requirement to hold an AGM is typically set out in the company's articles of association. While the Companies Act 2006 does not automatically require private companies to hold an annual general meeting, the articles of most management companies do impose this obligation. Even where it is not strictly required, holding an AGM is considered essential best practice for good governance.
The frequency of annual general meetings is usually once per calendar year or once per financial year, as specified in the articles. Failure to hold an AGM when required can undermine leaseholder confidence, create governance gaps, and in serious cases may lead to formal action by members to requisition a meeting or apply for the appointment of a manager.
Who Should Attend the AGM?
The annual general meeting is open to all members of the management company, which in most blocks of flats means every qualifying leaseholder. Directors are expected to attend and present reports on the management of the building during the preceding year. The managing agent typically attends to present the financial accounts, answer questions from members, and provide professional advice on any resolutions being considered.
Leaseholders who cannot attend in person have the right to appoint a proxy to attend and vote on their behalf. Under the Companies Act 2006, the right to appoint a proxy cannot be removed by the articles of association. The quorum for the meeting, meaning the minimum number of members who must be present for the meeting to be valid, is defined in the articles. A typical quorum requirement is two or three members present in person or by proxy, though this varies between companies.
Directors
All directors should attend to report on their stewardship of the building, present the annual accounts, and stand for re-election if required by the articles of association.
Company Members (Leaseholders)
Every leaseholder who is a member of the management company is entitled to attend, speak, and vote at the AGM. This is the principal opportunity for members to influence how their building is managed.
Managing Agent
The managing agent attends to present financial reports, explain expenditure, advise on proposed resolutions, and answer questions from members about the day-to-day management of the building.
Proxies
Members who cannot attend may appoint a proxy to attend and vote on their behalf. Proxy forms should be distributed with the AGM notice and returned before the deadline specified.
Planning and Running an Effective AGM
A well-planned annual general meeting is essential for effective governance of any block of flats. The directors and managing agent should work together well in advance to prepare the notice, agenda, financial papers, and any proposed resolutions. Poor preparation leads to poorly attended, unproductive meetings that fail to address the issues that matter to leaseholders.
The notice period for the AGM must comply with the articles of association and the Companies Act 2006. Most articles require at least 14 or 21 clear days notice. The notice should be sent to every member and must include the date, time, and venue, the full agenda, the text of any resolutions to be proposed, proxy forms, and supporting documents such as the annual service charge accounts and proposed budget.
During the meeting, the chair should follow the agenda methodically, allow adequate time for questions, ensure that voting is conducted properly, and record accurate minutes of all discussions, votes, and resolutions passed. Minutes should be distributed to all members after the meeting and retained as a permanent record.
- Welcome and apologies for absence
- Confirmation of quorum
- Approval of the minutes of the previous AGM
- Directors report on building management activity during the year
- Presentation and approval of the annual service charge accounts
- Appointment or reappointment of auditors or independent accountants
- Election or re-election of directors
- Approval of the service charge budget for the coming year
- Consideration of any ordinary or special resolutions
- Any other business and open forum for leaseholder questions
Common AGM Resolutions and Voting
The business of the annual general meeting is conducted through resolutions proposed by the directors or members and voted on by those present in person or by proxy. Understanding the types of resolution and the voting procedures is essential for both directors and leaseholders in any block of flats.
Ordinary resolutions require a simple majority of votes cast and are used for routine business such as approving accounts and electing directors. Special resolutions require at least 75 percent of votes cast and are needed for more significant matters such as amending the articles of association. The articles will specify whether voting is by show of hands or by poll, and the chair may have a casting vote in the event of a tie.
Approval of Service Charge Accounts
The annual service charge accounts are presented to the members for review and approval. This is the primary mechanism for financial accountability and ensures that expenditure has been properly incurred and recorded.
Appointment of Auditors
Members vote to appoint or reappoint the auditors or independent accountants responsible for certifying the service charge accounts. This ensures the accounts are independently verified each year.
Director Elections
Directors who are due to retire by rotation under the articles of association stand for re-election. New directors may be nominated and elected. This ensures regular turnover and accountability at board level.
Managing Agent Appointment
The appointment or reappointment of the managing agent may be put to the members for approval. This gives leaseholders a direct say in who manages their building and on what terms.
Major Works Approval
Where significant planned maintenance or improvement works are proposed, the directors may seek formal approval from the members at the AGM before proceeding with the Section 20 consultation process.
Service Charge Budgets
The proposed service charge budget for the coming year is presented for approval, giving members the opportunity to question individual line items and understand how their contributions will be spent.
The Managing Agent's Role at the AGM
The managing agent plays a central role in the preparation and running of the annual general meeting. A professional agent takes much of the administrative burden off the directors, ensuring that the meeting is properly convened, the financial papers are accurate and clearly presented, and that leaseholders receive the information they need to make informed decisions about their block of flats.
At Block, we provide full AGM support to the directors of every building we manage. Our involvement covers every stage of the process, from initial planning through to post-meeting follow-up actions.
- Preparing the AGM notice, agenda, and all supporting documents for distribution to members
- Producing the annual service charge accounts and arranging independent certification
- Preparing a management report covering maintenance, compliance, insurance, and key events during the year
- Advising directors on the wording and implications of proposed resolutions
- Attending the meeting to present the financial accounts and management report
- Answering questions from leaseholders about expenditure, maintenance, and building management
- Recording accurate minutes of all discussions, votes, and resolutions for distribution to members
- Following up on action items arising from the meeting and reporting progress to the directors
Our approach to AGM preparation ensures that directors can chair the meeting with confidence, that leaseholders receive clear and transparent information about the management of their building, and that all resolutions are properly recorded and implemented. For more about our approach to block management, visit our main service page.
Frequently Asked Questions About AGMs for Blocks of Flats
Is an AGM legally required for a residents management company?
Whether an annual general meeting is legally required depends on the type of company and its articles of association. Under the Companies Act 2006, private companies limited by guarantee, which is the most common structure for residents management companies, are not automatically required to hold an AGM unless the articles of association specifically require it. However, the vast majority of management company articles do include a requirement for an annual general meeting, and it is considered essential best practice even where it is not strictly mandatory. An AGM provides the only formal opportunity for all members to review accounts, hold directors to account, and vote on resolutions affecting the building.
What happens if the AGM does not reach a quorum?
If the required quorum is not present at the annual general meeting, the meeting cannot proceed to conduct any formal business. The articles of association will typically set out the procedure to follow when a quorum is not met. In most cases, the meeting is adjourned to a later date, usually seven to fourteen days later, and the adjourned meeting may proceed with a reduced quorum or with whatever members are present. Directors should encourage attendance and make proxy forms readily available in advance to reduce the risk of inquorate meetings. If quorum problems persist, the directors may need to consider amending the articles to set a more achievable quorum threshold.
Can leaseholders vote by proxy at an AGM?
Yes, members of the management company have the right to appoint a proxy to attend and vote on their behalf at the annual general meeting. Under the Companies Act 2006, every member of a company is entitled to appoint a proxy, and this right cannot be removed by the articles of association. The proxy does not need to be a member of the company. To appoint a proxy, the member must complete a proxy form and submit it to the company before the deadline specified in the notice of meeting, which is usually 48 hours before the meeting. Proxy voting is an important mechanism for ensuring that leaseholders who cannot attend in person still have a voice in the decision-making process.
How much notice must be given for an AGM?
The minimum notice period for an annual general meeting of a private company is 14 clear days under the Companies Act 2006. However, many management company articles of association require 21 clear days notice, so it is essential to check the specific articles for your company. Clear days means that the day of posting and the day of the meeting are excluded from the count. The notice must be sent to every member of the company and must include the date, time, and venue of the meeting, the agenda, the text of any proposed resolutions, proxy forms, and any supporting papers such as the annual accounts and proposed budget.
What happens if the directors do not hold an AGM?
If the articles of association require an annual general meeting and the directors fail to hold one, the members of the company have the right to requisition a general meeting under Section 303 of the Companies Act 2006. Members holding at least five percent of the voting rights can require the directors to call a meeting. If the directors do not comply within 21 days of receiving the requisition, the members themselves may convene the meeting. Persistent failure to hold AGMs can undermine confidence in the management of the building, lead to disputes between directors and leaseholders, and in serious cases may support an application to the tribunal for the appointment of a manager under Section 24 of the Landlord and Tenant Act 1987.
Can leaseholders call an extraordinary general meeting?
Yes, leaseholders who are members of the management company can requisition a general meeting under Section 303 of the Companies Act 2006. Members representing at least five percent of the total voting rights may submit a written request to the directors requiring them to call a general meeting. The request must state the general nature of the business to be dealt with and may include the text of any resolutions to be proposed. The directors must call the meeting within 21 days of receiving the request, with the meeting to be held within 28 days of the notice. If the directors fail to act, the requisitioning members may convene the meeting themselves and recover reasonable costs from the company.
Professional AGM Support for Your Management Company
Whether you need help organising your next annual general meeting, preparing service charge accounts for presentation to members, or want a professional managing agent to attend and support your directors on the day, Block is here to help. We provide full AGM administration and governance support to residents management companies, right to manage companies, and freehold management companies across the UK.