Running an AGM for Your RTM or RMC: A Practical Guide for Volunteer Directors

Holding an Annual General Meeting (AGM) is one of the more visible jobs for RTM and RMC directors — and one of the most neglected. In many self-managed blocks, AGMs either don't happen or happen without a proper agenda, minutes, or quorum. That creates risk: an RMC that ignores its Articles of Association and company law requirements is operating outside its legal basis.

This guide covers what an AGM is for, what you're required to do, how to prepare one, and how to take minutes that will protect you if a decision is ever challenged.

This applies to England and Wales. It is general guidance, not legal advice.

Why AGMs matter for RTM companies and RMCs

An AGM gives leaseholders a formal opportunity to:

• See the service charge accounts and annual budget
• Vote on significant decisions (major works approvals, appointment of managing agents, changes to Articles)
• Elect directors
• Ask questions about how the block is being managed

For directors, the AGM creates a documented mandate for the year's decisions. Minutes of the AGM form part of the block's governance record and may be reviewed by leaseholders, their solicitors (on sale), or a tribunal.

There is no single statute that requires all RMCs to hold an AGM. The requirement typically comes from two sources:

1. The company's Articles of Association — most RTM companies are incorporated with model articles based on the RTM Companies (Model Articles) (England) Regulations 2009. These do not in themselves mandate an AGM, but many blocks' bespoke Articles do.

2. The Companies Act 2006 — under Section 336 of the Companies Act 2006, public companies must hold an AGM within six months of the end of each financial year. However, private limited companies (which RTM companies and RMCs almost always are) are not required by statute to hold an AGM unless their Articles say so.

This means: check your Articles before assuming you must hold one, and check them to know what procedure to follow. Even if not strictly required, holding an AGM each year is good practice and may be required by your lease or Articles.

What must the AGM cover?

There is no statutory list for private companies, but a typical RTM/RMC AGM agenda covers:

1. Approval of previous minutes — confirm the minutes of the last AGM are a true record
2. Directors' report — brief summary of the year: maintenance carried out, any disputes, compliance matters
3. Service charge accounts for the last year — present the year-end accounts showing actual income and expenditure against budget
4. Budget for the coming year — proposed annual budget, contributions per flat, any planned major works
5. Reserve fund update — current balance, planned drawdowns, and longer-term funding position
6. Election of directors — if any directors are retiring by rotation or new directors are proposed
7. Appointment of accountants or other advisers (if applicable)
8. Any other business — leaseholder questions and general discussion

If you are planning major works under Section 20, the AGM is a good forum to explain the consultation process — though the formal statutory consultation notices are separate from the AGM.

Notice requirements

Your Articles of Association will specify the minimum notice period for an AGM. Commonly this is 14 or 21 days' written notice to all members. The notice should include:

• The date, time, and location of the meeting (or a link/dial-in if virtual)
• The agenda
• Any resolutions to be proposed
• Proxy voting instructions (if your Articles allow proxy votes)

Send notice to every member (leaseholder who is a member of the company). Check your register of members — it should be kept up to date when flats are sold and new leaseholders join.

Quorum

Your Articles will specify the quorum — the minimum number of members who must be present for decisions to be valid. A common quorum for small blocks is two members, or 20% of the members, whichever is fewer. If quorum is not reached:

• The meeting cannot make binding decisions
• The meeting can be adjourned to a later date
• At the adjourned meeting, some Articles allow the quorum to be waived if attendance is still low

Check your Articles — the quorum rule and the procedure on failure to meet quorum may differ from these defaults.

Virtual and hybrid meetings

Since 2020, many companies have used video conferencing for AGMs. Private limited companies in England and Wales can hold general meetings in any format — including fully virtual — if the Articles permit it or do not explicitly prohibit it. In practice, most small blocks find virtual meetings increase participation.

If you use video conferencing, document in the minutes that the meeting was held via [platform], that all participating members were identified, and that there were no technical problems preventing participation.

Taking good minutes

Minutes of an AGM are a governance record — not a transcript, but a factual account of decisions made. Good minutes record:

• Meeting date, time, and location (or format if virtual)
• Names of those present and in what capacity (director, member, or both)
• That quorum was met
• Each agenda item, the discussion summary, and any resolution
• For any resolution: the wording, who proposed and seconded it, how it was voted on, and the outcome
• Any action points: who will do what and by when
• The name of the person taking minutes and the director who will sign them

Sign the minutes — the Companies Act requires that minutes of general meetings of a company be signed by the chair of the meeting (or by the chair of the next general meeting). This is the director who chaired the AGM, not whoever took the notes. Signed minutes are evidence of the proceedings under Section 356 of the Companies Act 2006.

Keep minutes for at least ten years — consistent with the Companies Act's record-keeping requirements for company minutes (check the current text of the Act for the precise statutory period).

What leaseholders can do with the minutes

Leaseholders have a right to inspect the minutes of general meetings of a company of which they are a member — this flows from their membership and the company's legal obligations. Under Section 358 of the Companies Act 2006, the company must allow inspection of minutes within a reasonable period of a member's request (without charge) and must provide a copy if requested — check the current text of the Act for the prescribed time period.

If you have been running an RMC for years without formal AGMs or proper minutes, now is the time to regularise this. The administrative cost is low; the legal exposure of not having done it is significant if a leaseholder or their solicitor challenges decisions made without proper authority.

Common AGM problems — and how to handle them

Low turnout: in small blocks, it's common for only 1-2 directors to be leaseholders who actually show up. Virtual meetings help, as does circulating draft minutes and accounts in advance so people don't feel they need to attend to understand what's happening. If quorum isn't reached, follow the adjournment procedure in your Articles.

Leaseholder disputes at the AGM: the AGM is not a tribunal. A director can chair the meeting, stick to the agenda, and decline to allow the meeting to be derailed by a grievance that isn't on the agenda. Note the issue in AOB and agree to address it in writing afterwards.

Contested director elections: follow your Articles precisely. If the Articles allow cumulative voting or have a specific tie-breaking procedure, apply it. Document the voting in the minutes with exact numbers.

Resolutions that failed: record what was proposed, who proposed it, and that it was not carried. A failed resolution is as important to document as a passed one.

After the AGM

• Circulate draft minutes to all attendees for comment
• Have the chair sign the final version within a reasonable time
• File the signed minutes with the company's records
• If any resolutions require filing at Companies House (e.g., change of articles, director appointments), file them within 14 days

For director changes, you need to notify Companies House using form AP01 (appointment) or TM01 (termination), with date of appointment or termination. File within 14 days. This forms part of the broader Companies House compliance picture for RTM and RMC directors — see our guide to RMC director responsibilities for the full picture.

Sources

• Companies Act 2006, s.336 — AGM requirement for public companies
• Companies Act 2006, s.356 — minutes of general meetings
• Companies Act 2006, s.358 — right to inspect and request copies of records
• RTM Companies (Model Articles) (England) Regulations 2009
• Companies House — director appointments and company filings