You hold an AGM (an annual general meeting of the members, not of the trustees) when your governing document requires one. A charitable company does not have to hold one under the Companies Act unless its articles (the company's governing document) say so. Notice, quorum (the minimum number of members who must be present) and the business then come from that document. A private company must give at least 14 days' notice unless the members agree a shorter period, and where an unincorporated charity's document is silent, the Charity Commission says you should give at least three weeks.
Which charity AGM rules apply to you
Start with the governing document: the constitution, the articles, or the trust deed. CC48, updated on 19 July 2024, says: "You must do these things exactly as your governing document says. If you do not, any decisions you make could be invalid."
Trustee Meetings is a governance tool, not a law firm. This is information, not legal advice.
CC48 also says: "Usually, membership charities must hold at least one general meeting per year: this is the AGM or annual general meeting." Read "usually" as "check the document". It then says a company does not need an AGM unless the governing document requires one.
Find your row. If the document sets a longer notice, or a different quorum, follow the document.
| Your structure | Do you have to hold an AGM? | Notice | Quorum |
|---|---|---|---|
| Unincorporated association or trust | Yes, if the document says so. No Companies Act duty. | 3 weeks if silent. CC48 says you should give at least 3 weeks, then write a period into the document. | The document's number. If silent, amend it. Do not use one-third of the trustees plus one. That CC48 fallback is for a trustee meeting. |
| Charitable company | Only if the articles say so. Section 336 requires an AGM of a public company, and of a private company with shares traded publicly. It does not impose that duty on any other private company. | At least 14 days (section 307). The articles may require longer. | Two qualifying persons (section 318), unless the articles set another number. One person is enough only if the company has a single member. |
| Company on the Commission's GD1 articles, while article 13 remains | Yes. First within 18 months of incorporation, then each later year, with not more than 15 months between AGMs. The Commission's note says this article is not a legal requirement and can be amended. | 21 clear days. 14 days is not enough while that article remains. | The greater of the number written in the articles and one tenth of the members. |
| Association CIO on the Commission's model, if that clause is still in yours | Yes. First within 18 months of registration, then at intervals of not more than 15 months. | At least 14 clear days, to all members and any trustee who is not a member. | The greater of the percentage and the number you signed. The published model shows 5% or three members in brackets, as the drafter's suggestion. |
| CIO whose only members are the trustees | Do not copy the association row. Read the constitution you adopted. | Whatever that constitution says. | Whatever that constitution says. |
A qualifying person, in section 318, is a member, a corporate representative, or a proxy (someone sent to attend and vote in a member's place). Two proxies for the same member do not make a quorum by themselves.
CC48's legal note names the Acts behind the rows. The Charities Act 2011 is the backdrop in England and Wales. A company also applies the Companies Act 2006. A CIO (a charitable incorporated organisation) also applies the Charitable Incorporated Organisations (General) Regulations 2012.
An unincorporated charity is outside those last two. Its row is the document, plus CC48 where the document is silent.
Notice, and how to count the days
Every row still needs the following.
CC48 says the notice should include the date, the time, and the venue or the platform, plus the agenda, the last minutes, the accounts, and the wording of any resolution. For a company, section 311 says the notice must state the time, the date, the place, and the general nature of the business. CC48 also says a company notice must go to every member and every trustee who has a UK address, and must include the full wording of any proposed special resolution.
Post is always available, on CC48's wording. Email only if the document allows it and the members have agreed. The Commission's note on GD1 says a company notice must also state the right to appoint a proxy, under section 325 of the Companies Act 2006.
Clear days leave out the day notice is given and the meeting day. CC48 counts from the day you send it, but company law and the CIO model treat posted or emailed notice as given 48 hours later, so count from then.
If the document says 14 clear days and the meeting is Thursday 19 November 2026, the clear days run from Thursday 5 November to Wednesday 18 November. Posted or emailed notice counts as given 48 hours later, so send it by Monday 2 November 2026. If it says 21 clear days, send by Monday 26 October 2026.
The running order to send with that notice is the charity AGM agenda template.
AGM checklist: six weeks out to the minutes
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Check the governing document clause.
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Fix the date once the accounts and the trustees' annual report (TAR) are signed.
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Count the clear days.
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Send the notice, agenda, last minutes, accounts, TAR and nominations.
If you are proposing a special resolution, such as a change to a company's articles, the notice must set out its full text and say it is proposed as a special resolution. It passes only with at least 75% of the votes cast (section 283). A CIO changing its constitution needs a 75% majority of those voting at the general meeting, including any proxy or postal votes the constitution allows (section 224 of the Charities Act 2011).
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Keep the register and record the quorum.
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Minute it as an AGM and file any trustee changes.
Quorum
Quorum means the minimum number of people entitled to vote who must be present before a decision counts. CC48 says decisions without it "are not valid and could be challenged." Use the quorum in your row. CC48 says the document may set a different number for a trustee meeting.
Count members, not staff and not guests. CC48 says you should keep a register, including people who attend electronically. If someone leaves, or a video link drops you below the number, adjourn. The one-third-plus-one figure in quorum for charity trustee meetings does not transfer to an AGM.
What the meeting is for
CC48 calls the AGM your chance to tell the members about the year, present the accounts and the trustees' annual report, and deal with other business such as appointing trustees. Then it tells you to check what the document says you must do. That list is the agenda, not a universal statute.
Accounts and the report. The association model says the AGM must receive the accounts (audited or examined where that applies) and the trustees' annual report, and that those papers go out with the notice. Receive means the members are shown them and can ask questions. It does not, in that clause, mean the members approve them. You remain responsible for the accounts. What the report contains is in the trustees' annual report for a small charity.
Elections. Only if the document says so. The association model has an option under which one third of the trustees retire at each AGM and the members fill the vacancies. If yours has no rotation clause, do not invent one because a template had one.
Auditor or independent examiner. Section 145 of the Charities Act 2011 leaves the choice between an examination and an audit, where an examination is allowed, 'at the election of the charity trustees'. But if a charitable company must be audited under the Companies Act, section 485 gives the appointment to the members, unless section 487 deems the auditor reappointed. Otherwise, put it on the AGM agenda only if the document says the members make it.
CC48 says the chair should make clear which votes bind the trustees and which are only a view. Say that before the first vote.
Virtual and hybrid meetings
A virtual meeting is everyone on a screen. A hybrid meeting is some people in the room and some on the screen. CC48 says you should amend the document so it explicitly allows whichever you want, including the link in the notice, how votes work, and how you adjourn.
Everyone should be able to see and hear each other. CC48's legal note says there is no settled legal definition of a valid meeting. A link sent the day before, against a constitution that still says the meeting is at the hall, is not what that guidance describes. If the link fails and you lose quorum, adjourn.
What happens if you miss your AGM
If the document does not require an AGM, not holding one is not a breach. CC48 says you may hold one.
If the document requires one and the date passes, you are outside the document, and CC48's invalid-decision warning is the consequence.
The members have not received the accounts if the clause says the AGM must receive them. A trustee who was due to retire at the AGM may already be out of office, so take advice before relying on their vote.
Call the meeting on the real notice period, with the missed business on the agenda. If your board treats an ordinary trustee meeting as the AGM, the members who are not trustees were never told.
If the members want the meeting, a company does not leave the timing only with you. CC48 says 5% of the voting members can ask you to call a general meeting. You must call it within 21 days of the request and hold it within 28 days of sending the notice. If you do not call it, those members can call it themselves.
The association model uses its own figures: at least 10% of the members, or 5% if there has been no general meeting for more than 12 months.
Do this once, then let it run itself. Trustee Meetings is a simple board-meetings tool built for small UK charities. It keeps the AGM notice, the agenda and the minutes with the rest of your board papers, and keeps the board's side of the AGM organised in one place. 30-day trial, then £15 a month or £180 a year. Cancel any time in the trial. £120 a year if your charity's income is under £25,000. Every trustee included. Try it with your board
Mistakes that make the meeting unsafe
Do not borrow a week's notice or a trustee quorum from a board meeting. Close the trustee meeting before you open the AGM. A new resolution under any other business has not had notice, so write it down and bring it back.
Frequently asked questions
Does a charity with no members have to hold an AGM? Only if the governing document says so. CC48 ties an AGM to a separate voting membership, and uses a village hall that must invite local people as its example of a wider meeting. A trust with trustee meetings and no members does not need an AGM just because companies often hold one.
Do you have to put the AGM in the local paper? Only if the governing document says you must publicise it, and then only in the way that clause describes. CC48 says you should consider wider publicity, such as the website, a newspaper or a noticeboard, and that if you do, you should say who is eligible to attend and what proof they need. A public notice does not turn neighbours into members.
Can you give shorter notice than the document says? Not by a trustee decision. Section 307 of the Companies Act 2006 allows shorter notice for a private company only if a majority in number of the members entitled to vote agree, and that majority holds at least 90% of the voting rights (or up to 95% if the articles set a higher figure). The Commission's association-model CIO constitution allows a resolution to be passed on short notice if not less than 90% of all members agree, and not where another clause, the Charities Act 2011, or the CIO General Regulations fixes the period.
The accounts are not ready and the AGM date is close. What should you do? Do not hold the meeting and pretend the accounts were received. Where the constitution says the AGM must receive them, an evening without the papers has not done that business. This guide's steer, not a Commission rule: wait until the accounts and the trustees' annual report exist, then call the meeting on proper notice, even if you are already past a 15-month gap.
The chair is standing for re-election. Who chairs that item? CC48 says you should appoint a deputy to chair any item where the chair has declared a conflict of interest. Ask the chair to state the conflict, hand that item to the deputy, and record both in the minutes. A casting vote, if the document gives one, is a separate question and does not cancel the conflict.
This guide covers England and Wales. Scottish charities are regulated by OSCR, and charities in Northern Ireland by the Charity Commission for Northern Ireland. Use their rules rather than assuming this page applies in full.
Send a running order with the notice. Use the charity AGM agenda template, and read how often trustees should meet, quorum for charity trustee meetings and what charity minutes should include. Browse the full guides library.