Guide · Your company

AGMs and members' meetings for block management companies

Does your RTM company or RMC need an AGM? Notice periods, quorum, voting, proxies, members calling a meeting, written resolutions and minutes, explained.

Last reviewed 22 October 2026 by Phil, founder3 min readPlain text (Markdown)

The short answer

A private company, which most RTM companies, RMCs and freehold companies are, only has to hold an annual general meeting if its articles require it, although many blocks hold one anyway. A general meeting needs at least 14 clear days of notice unless the articles require more, and members can also make decisions without a meeting by written resolution. Members holding 5% of the votes can require the directors to call a meeting, and minutes must be kept for at least 10 years.

Key facts

AGMs are only compulsory for private companies if the articles (or, for some RMCs, the leases) require them.
Notice of a general meeting: at least 14 clear days, plus time for delivery if posted.
RTM model articles: quorum is 20% of the members entitled to vote, or two members, whichever is greater.
Members with 5% of the votes can require a meeting: directors must call it within 21 days, to be held within 28 days of the notice.
Written resolutions lapse after 28 days unless the articles say otherwise.

Do you need an AGM?

Only public companies must hold an annual general meeting under the Companies Act 2006 (s.336). For a private company, it depends on the articles, and for some residents' management companies, on the leases. The prescribed RTM model articles don't require one.

Even so, a yearly meeting is a good habit. It's where directors report on the year, present the accounts and next year's budget, answer questions and stand for re-election, and it builds trust between neighbours.

Notice

At least 14 clear days of notice for a general meeting of a private company, unless the articles require more (s.307).
Clear days exclude the day the notice is given and the day of the meeting (s.360).
Allow for delivery. For company documents sent by post, delivery is treated as 48 hours after posting, not counting non-working days, unless the articles say otherwise (s.1147). Electronic notice is possible for members who have agreed to it.
What the notice says: the date, time and place (or how to join online), the general nature of the business, the text of any special resolution, and a statement of each member's right to appoint a proxy (s.325).
Shorter notice is possible if a majority of members holding at least 90% of the votes agree (s.307).

At the meeting

Quorum. Under the RTM model articles, 20% of the members entitled to vote, or two members, whichever is greater, present in person or by proxy. Check your own articles if you're an RMC or freehold company.
Voting. Under the RTM model articles, each flat normally has one vote, cast by its qualifying leaseholder. Joint owners vote together, and the first-named in the register counts if they disagree. Landlords who are members have capped votes.
Proxies. Every member can appoint a proxy to attend, speak and vote for them.
Resolutions. An ordinary resolution needs a simple majority of votes cast; a special resolution needs 75%.

Members can call a meeting

Members holding at least 5% of the voting rights can require the directors to call a general meeting (s.303). The directors must call it within 21 days of the request, for a date no more than 28 days after the notice (s.304).

Deciding without a meeting

Members of a private company can pass most resolutions in writing instead. A written resolution needs a majority of all eligible votes (75% for a special resolution), not just of those who reply, and lapses after 28 days unless the articles set a different period. It can't be used to remove a director before the end of their term.

Minutes and records

Keep minutes of every general meeting and a copy of every resolution for at least 10 years (s.355). Members are entitled to inspect them.

A sample AGM agenda

For the fictional Maple Court RTM Company:

Welcome, apologies and proxies; confirm the meeting is quorate.
Minutes of the last meeting.
Directors' report on the year: repairs, insurance, fire safety, arrears.
Service-charge accounts for the year.
Draft budget and reserve plan for next year.
Election of directors.
Any special business notified in advance.
Questions from members.

This is general information, not legal advice. Every building and lease is different. For free initial advice, contact LEASE (The Leasehold Advisory Service): https://www.lease-advice.org/

Questions people ask

Does an RTM company have to hold an AGM?

Not under the Companies Act 2006, which only requires AGMs for public companies, and the prescribed RTM model articles don't require one. Many RTM companies hold one anyway to report to members, present the accounts and budget, and appoint directors.

How much notice is needed for a residents' management company AGM?

At least 14 clear days for a private company, unless its articles require longer. Count clear days (not the day of sending or the meeting) and allow for posting time.

Can we hold the AGM online?

Usually yes, if the articles allow it or don't prevent it. The RTM model articles say it doesn't matter whether members attending are in the same place, as long as they can speak and vote. Make sure everyone can join, and offer a phone option.