RMC annual general meeting: how much notice, what counts as a quorum, and what leaseholders can force

A residents' management company is an ordinary private company, so its meetings are governed by the Companies Act 2006 and by its own articles of association. Managing agents are often asked to run the annual general meeting and are then asked the same four questions: how much notice, who counts towards a quorum, whether the meeting has to be held at all, and what happens if the leaseholders want one the board has not called.

Does the company have to hold an AGM?

Not by statute. Section 336 requires an annual general meeting only for public companies and for private companies that are traded companies. A residents' management company is neither. Whether yours must hold one depends on:

• its articles of association, which often require an annual meeting;
• the leases, which may oblige the company to hold one and to lay the accounts before the members.

Read both before telling a director the meeting is optional. Even where it is optional, it is the normal place to appoint directors, approve the accounts and take questions on the budget. Our guide to the service charge year-end checklist covers what the accounts need to contain by then.

Notice: 14 clear days

Section 307 says a general meeting of a private company, other than an adjourned one, must be called by notice of at least 14 days. The company's articles may ask for more but cannot go below that.

Under section 360 the period is counted in clear days. The day the notice is given and the day of the meeting are both left out. In practice:

The easy rule is to take the meeting date and go back 15 days. Allow extra if the notice goes by post, because the articles and the Act treat posted notice as delivered some time after it is sent. Email is only valid if the member has agreed to it or the company's articles allow it, so check the member records first.

Shorter notice is possible if members holding at least 90% of the voting rights agree to it. Do not rely on this without the agreement in writing.

Who must receive the notice

Section 310 requires notice to go to every member and every director. In a block, that means every leaseholder who is a member of the company, not only those who attended last year, together with each director. If shares were passed on a sale and the company's register was not updated, the notice may go to the wrong person, so check the register of members against the current owners before sending. Our guide on arrears when a flat is sold explains why ownership records slip.

The notice must state the time and place and the general nature of the business. Where a resolution needs special notice or a special resolution, the articles and the Act add requirements, so take the wording from the articles rather than from last year's letter.

Quorum: two members, unless the articles say otherwise

Section 318 sets a default of two qualifying persons present, subject to the company's articles, and of one where the company has only one member. A qualifying person is a member, a representative of a corporate member, or a proxy. Two proxies for the same member, or two representatives of the same corporation, do not count as two.

The model articles for a company limited by guarantee say that no business other than choosing the chairman may be transacted if the persons attending do not make a quorum. If there is no quorum within 30 minutes of the start, the chairman must adjourn. Where a meeting is adjourned for more than 14 days, at least 7 clear days' notice of the resumed meeting is needed.

Many RMCs have set a different quorum in their own articles, such as a percentage of members or a set number. If yours is higher than two, a low turnout will keep stopping the meeting, and the answer is to change the articles by special resolution, not to start without a quorum.

When leaseholders can force a meeting

Under section 303 members who represent at least 5% of the voting rights can require the directors to call a general meeting. Section 304 then gives the directors 21 days from the request to send the notice, and the meeting must take place within 28 days of the date of that notice.

Worked from a request received on 1 November 2026: the notice must go out by 22 November, and the meeting must be held no later than 20 December. A board that sits on the request has missed both limits, and the members who asked can call the meeting themselves.

For a block of 40 flats where each flat holds one vote, 5% is two flats. The threshold is small, so directors should expect a requisition to be easy to make.

What to record

• The date notice was sent and how, for each member.
• Who attended, in what capacity, and whether a quorum was present when each resolution was put.
• Proxies received, and by when.
• The result of each vote.

If a leaseholder later challenges a resolution, the notice and the attendance record are the evidence. A dispute over a service charge decision then goes to the tribunal, not the meeting. Our guide on whether service charge accounts need to be audited covers a question that often comes up at the AGM.

Where Overlyft fits

Overlyft can set up an AI assistant for block and property managers that drafts the AGM notice and the proxy form from the company's own articles and member list, works out the latest date to send, and lists who has not been sent a copy, for the property manager to check before anything goes out. It does not decide whether the articles have been read correctly or whether a meeting is validly held.

This is general information for England and Wales company law, not legal advice. Check the articles and the leases for any stricter requirement.