Virtual and hybrid AGMs for membership charities: a practical guide
Insight
Hybrid annual general meetings (AGMs) have become commonplace for membership charities. However, scepticism remains that company law allows entirely virtual meetings to be held and few charities run their AGMs entirely virtually.
Within the corporate world there are some signs of a slight shift in preparation for an expected change to the law that would permit companies to hold virtual general meetings.
The GC100 (an association of the General Counsel of the FTSE 100 companies) recently issued guidance on virtual and hybrid shareholder meetings for companies, including eight best‑practice principles for running virtual meetings well.
The company law that applies for a general meeting is largely the same regardless of the type of company and, as such, the principles contained in this guidance translate well to membership charities considering virtual or hybrid AGMs.
This article explains what the current position looks like for charitable companies and what you can do now to run an AGM that is both effective and member‑friendly.
What is a membership charity?
A 'membership charity' has a democratic structure, with members who are separate from (and can scrutinise) the charity trustees. Many are structured as:
- charitable companies limited by guarantee;
- charitable incorporated organisations (CIOs);
- charitable unincorporated associations; and
- charitable community benefit societies.
Some charities established by Royal Charter or Act of Parliament also have voting members.
A membership charity's governing document sets out members' rights and powers, and those rights may also be shaped by legislation and case law.
The rules that apply to an AGM will depend on the structure. This article is focused on membership charities that are companies limited by guarantee, although the principles may also apply to charities with different structures.
What rights do members have at an AGM?
Most membership charities must hold an AGM where members have the right to attend, speak and vote on specified business (often including electing charity trustees and receiving the annual accounts and reports). Usually, members also have rights to requisition and participate in other general meetings.
In practice, the AGM is usually the main 'showpiece' event – giving the charity an opportunity to obtain legal approvals and a forum where members can question charity trustees and hold them to account.
The current legal position on virtual and hybrid meetings
During the Covid-19 pandemic, emergency legislation gave certain charities flexibility, within a narrow time frame, to hold hybrid and virtual meetings, even if their governing documents did not expressly allow it.
The Charity Commission's current guidance advises that, if you want to hold virtual and hybrid meetings, you should amend your governing document so it explicitly permits meetings to be held in this way.
Hybrid AGMs: the lower-risk option
A hybrid meeting has a physical meeting place, with the option for members to join online. To run a valid hybrid AGM, you should ensure that members can participate fully whether they attend in person or online – they must be able to hear proceedings, speak, be heard and vote.
Hybrid company meetings are generally valid in English law as long as your governing document does not contain anything that prohibits or restricts remote participation.
Virtual-only AGMs: where uncertainty remains
A virtual-only meeting takes place exclusively online, with no physical meeting place.
For charitable companies, the Companies Act 2006 requires the notice of meeting to state a 'place' of the meeting. That reflects an assumption that meetings happen in person. It is not clear whether a virtual-only meeting satisfies this requirement if there is no physical 'place' to specify.
Even if you designate a 'place' (for example, where the chair is based), members may argue they have a right to attend that place. If you refuse them entry, you risk challenge to the validity of the meeting.
Expected reform (but not yet)
The government has confirmed its commitment to amend the Companies Act 2006 to clarify that virtual-only meetings are permitted for companies. Draft legislation has not yet been published, and there has been no official consultation. The GC100 does not expect any clarification around virtual meetings to override a company's constitution.
In the absence of draft legislation, the GC100 guidance provides a helpful indication of how virtual meetings could operate for companies once the law has changed (see our insight, Virtual company meetings: updated guidance and planned reforms).
Best practice principles for virtual and hybrid charity AGMs
The GC100’s best‑practice principles for virtual meetings can be read across to help membership charities run meetings that are legally robust and member-focused.
1. Put engagement first
Use the virtual format to increase access and participation – not to limit it. Design the meeting so members can engage in genuine dialogue with trustees.
2. Keep members informed before and during the meeting
Provide clear, up-to-date information about the meeting in one place, such as a dedicated page on your website.
3. Make the notice practical, not just formal
The notice of the meeting should tell members exactly how to:
- access the meeting (including any registration or verification steps);
- log in;
- ask questions;
- vote; and
- access meeting papers and information.
4. Make meeting documents easy to find
If a document must be displayed at the meeting, make it available to members through your website or the meeting platform.
5. Ensure trustees (and chair) are visible and audible
Members should be able to see and hear trustees when they respond to questions. The chair should be visible and audible throughout the meeting.
6. Let members speak
Wherever possible, let members speak to the meeting. Do not restrict questions to a written chat function.
7. Be clear about moderating and grouping questions
The chair can group together similar questions and provide a single response, and has power to moderate the business of the meeting, but should explain the 'grouping' process at the outset. Members should be able to ask follow‑up questions if they feel their point has not been addressed.
8. Let members see or hear Q&As
Members should be able to see or hear the questions put to the meeting and the responses.
What you should do now (a checklist for AGM season)
Decide whether virtual or hybrid is right for your members
Think about what will make it easier for your members to attend and participate meaningfully in AGMs. The 'right' format will vary depending on your membership base.
Check what your governing document allows
Review your governing document to confirm what it permits (physical only, hybrid, virtual). If you want to run hybrid or virtual meetings, consider making amendments to put the position beyond doubt.
Plan the practicalities early
Consider the practicalities of running a fully virtual meeting. You may need to:
- consult with members to ensure they can engage meaningfully at meetings;
- adopt new technology;
- make changes to meeting notices and member communications;
- update document-sharing and website arrangements;
- adopt new internal processes for registration, verification, Q&A and voting;
- provide member support (including helping them access and use the platform); and
- have a plan for dealing with technical issues.
Keep an eye on company‑law reform (if you are a charitable company)
If you are a charitable company and you are considering virtual‑only meetings, monitor government announcements and guidance – and keep in mind that any future legal change is unlikely to override your constitution.
How we can help
If you would like advice on planning and running AGMs or updating your governing document to enable virtual or hybrid meetings, please contact our Charities team.
This publication is a general summary of the law. It should not replace legal advice tailored to your specific circumstances.
© Farrer & Co LLP, March 2026
