Virtual company meetings: updated guidance and planned reforms
Insight
Virtual annual general meetings (AGMs) are back on the agenda following the publication of GC100 guidance in December 2025. The guidance has been issued in anticipation of the UK Government’s commitment to amend the Companies Act 2006 to clarify that virtual‑only shareholder meetings are valid. Although aimed at listed companies, its implications may reach much wider: any future legislative change may, initially or subsequently, apply to all companies. Private companies in particular may find their existing constitutional documents ill‑equipped to facilitate virtual engagement with stakeholders.
Current law on hybrid and virtual meetings
Existing practice on hybrid and wholly virtual meetings is somewhat confused, and the law does not provide a clear position for companies to work from.
Hybrid meetings
Hybrid meetings involve the company specifying a physical place of meeting, but also offering attendees the option to join virtually via an electronic platform. Shareholders must be able to participate ie hear proceedings, speak and be heard and, of course, vote, irrespective of how they choose to attend. These meetings are generally valid in English law, provided the company's constitution does not contain any prohibitive provisions that might prevent or limit remote participation.
Many UK companies introduced amendments to their articles during the Covid-19 pandemic to allow hybrid meetings. Following the end of lockdowns in the UK, practice has varied with most companies returning to in-person meetings at AGM level, but some retaining the electronic element and continuing to adopt a hybrid structure.
Virtual meetings
Virtual only meetings are exclusively online and there is no physical place for shareholders to meet in person. The Companies Act 2006 requires a notice of meeting to state a 'place' of the meeting, which reflects an assumption that meetings occur physically. It is not clear whether a virtual only meeting satisfies this requirement, having no physical place to specify. Even if a company chooses to designate a 'place' (for example, where the Chair is based), shareholders then have the right to attend that place, and refusing them entry risks invalidating the meeting.
Fully virtual meetings may also pose problems in relation to the company's articles (eg quorum requirements) if these have not been updated to expressly provide for virtual only attendance. This form of meeting remains relatively rare, with only 1% of UK listed companies holding their AGMs virtually in 2025[1].
Government position and future reform
The government has confirmed its commitment to amend the Companies Act 2006 to clarify that virtual-only meetings are permitted[2]. This forms part of a broader government intention to digitise company law, which includes, amongst other things, proposals to remove paper share certificates and facilitate software only accounts filing at Companies House. Such reforms are intended to ensure the UK operates a modern and technology-led company governance framework.
Legislation has not yet been published by the government, and no official consultation has been launched. However, the GC100 does not expect any such clarification around virtual meetings to override a company's constitution[3]. Therefore, even if virtual meetings are clarified as valid, companies should still ensure their articles properly facilitate this format (including provisions setting out how quorum, attendance and participation will work). As a result, some private companies may need to update their articles before they can hold fully virtual meetings.
GC100 guidance
In the absence of draft legislation, the GC100 guidance provides a helpful indication of how virtual meetings could operate once the law does change. It does not alter the current legal position, but offers an insight into what 'best practice' is likely to look like once virtual only meetings become legally permissible.
The guidance consists of the following eight principles.
- Engagement – the virtual format should not be used to limit attendance or prohibit shareholders from participating and engaging with the board. "Engagement, dialogue and transparency" should be promoted.
- Provision of information – companies should provide up to date information about the meeting to shareholders via a dedicated area of their website.
- Notice of meeting – the notice of meeting should inform shareholders of how to access the meeting (including any registration and verification requirements), log in, ask questions, vote, and access relevant information.
- Documents – if a document must be displayed at the meeting, the company should make this available to shareholders via its website or the virtual meeting platform.
- Availability of directors – the directors should be able to be seen and heard by shareholders when they are being asked, or are answering, a shareholder question. The chair should be seen and heard throughout the meeting.
- Ability to speak when asking questions – shareholders should be able to speak to the meeting, not just ask questions via a 'live chat' function.
- Grouping/moderation of questions – 'grouping' is where the chair takes similar questions together and provides a single answer. The chair is also empowered to moderate the business of the meeting. The chair should explain to shareholders at the outset of the meeting how any grouping or moderation of shareholder questions will be handled, and shareholders should be able to raise further questions if they feel theirs has not been answered sufficiently.
- Availability of questions and responses – shareholders should be able to see or hear the questions put to the meeting and the responses.
Next steps for private companies
Directors of private companies should consider the following to prepare for the proposed changes:
- Consider whether virtual meetings are the right option for the company and its particular shareholder base. While the law may become more permissive of virtual formats, it is not expected that they will become a legal requirement. Hybrid and in person meetings remain valid and some private companies will continue to use these formats if they best serve shareholders.
- Review existing articles to understand what they currently permit (e.g. hybrid, fully virtual, or physical only). Consider what changes may be required to facilitate fully virtual meetings but be mindful that these will be subject to the revised legislative framework. Any pre-emptive changes may be inconsistent with the updated legislation.
- Consider the practical changes required to host a fully virtual meeting. This could include the need to adopt new technology, changes to meeting notices and other documents, variations to communication processes, new website areas, and/or discussion with shareholders to ensure they are equipped to engage meaningfully at meetings.
- Prepare for eventual reform and monitor further government announcement or guidance.
You can access the Guidance here.
This publication is a general summary of the law. It should not replace legal advice tailored to your specific circumstances.
© Farrer & Co LLP, February 2026
[1] ISS proxy guidance - Will the 2026 Proxy Season See More UK-Listed Companies Adopt Virtual Meetings?
