An extraordinary general meeting (EGM) is a formal residents' meeting called outside the annual cycle to deal with urgent matters, a major repair, a management change, or a rule amendment. In a UK leasehold block, any leaseholder or group of leaseholders with sufficient support can call one, provided the correct notice and quorum rules are followed. The decisions made at an EGM carry the same weight as those made at an annual general meeting (AGM), which means the procedure matters as much as the outcome.
This guide is written for resident directors and leaseholders in England and Wales. It covers what an EGM is, who can call one, and how to run it from first notice to filed minutes. Nothing here is legal advice; outcomes depend on your specific lease terms and articles of association, so check both before you act.
What is an EGM, and how does it differ from an AGM?
An EGM is any general meeting of the members of a residents' management company (RMC) or Right to Manage (RTM) company that is not the annual general meeting. The AGM follows a fixed yearly timetable and covers standing business: accounts, officer elections, and the coming year's budget. An EGM sits outside that cycle. It is called when something cannot wait for the next AGM.
The egm meaning, for flat owners in a leasehold block, is slightly different from the corporate sense. In a plc or large company, an EGM is typically called to approve a major transaction or change of control. In a residential block, the purpose is more likely to be one of these:
Approving an urgent major repair that was not budgeted
Removing or appointing a director
Changing the managing agent
Amending the articles of association
Passing a resolution required by a lender or insurer
An extraordinary general meeting example in a residential context: a structural survey reveals that the roof needs immediate replacement. The directors cannot authorise that expenditure alone under the articles, so they call an EGM to put a resolution to the members before the contractor can be appointed.
The key distinction from an AGM is urgency and specificity. An AGM covers a broad agenda on a predictable schedule. An EGM has a narrow, defined purpose and is convened only when circumstances demand it. Both types of meeting are governed by your company's articles of association, the Companies Act 2006 (for RMC and RTM companies), and, in some cases, specific provisions in your lease.
Understanding your leaseholder rights in this context is important: the right to requisition a meeting is a statutory protection, not just a courtesy extended by the directors.
Who can call an EGM and what threshold do you need?
Two routes exist for calling an EGM in a UK leasehold block, and which one applies depends on who is initiating it.
Directors can call an EGM at any time. If the board of an RMC or RTM company decides a matter is urgent enough to warrant a meeting outside the AGM cycle, any director (or the board collectively) can convene one. There is no minimum threshold; the power sits with the board under the articles of association.
Members can requisition an EGM. This is the route available to leaseholders who want to force a meeting that the directors have not called. Under the Companies Act 2006, members holding at least a minimum percentage of the paid-up voting share capital can deposit a written requisition at the company's registered office, requiring the directors to call a general meeting. This is the extraordinary general meeting rules that apply to most RMC and RTM companies registered under the Companies Act.
Some articles of association set a higher or different threshold, so check your company's articles before you act. The lease itself may also contain provisions about meetings that sit alongside or modify the statutory rules.
The requisition must state the general nature of the business to be dealt with at the meeting. If the directors do not call the meeting within 21 days of receiving the requisition, the requisitioning members may call it themselves, provided they do so within three months of depositing the requisition. The directors must then hold the meeting within 28 days of the notice being given.
In England and Wales, the Companies Act 2006 sets the threshold for requisitioning a meeting for most RMC and RTM companies, subject always to what your articles say.
The practical question is whether you have enough co-signatories. In a small block of eight flats where each leaseholder holds one share in the RMC, you need at least one other leaseholder to meet the statutory threshold. In practice, a written requisition signed by two or three neighbours is usually enough to proceed, and gathering broader support before you file makes the meeting itself more productive.
How to run an EGM for your building: step by step
Running an EGM well requires attention to sequence. Miss a step and the decisions taken may be open to challenge.
Identify the purpose and confirm authority. Before you draft anything, confirm that the matter genuinely requires a general meeting. Check your articles of association to see whether the directors can act alone or whether member approval is needed. If you are a leaseholder requisitioning the meeting rather than a director calling one, confirm that you meet the threshold in your articles.
Draft the requisition or board resolution. If directors are calling the meeting, pass a board resolution recording the decision and the business to be transacted. If leaseholders are requisitioning, prepare a written requisition signed by the qualifying members, stating the general nature of the business. Keep the language precise: vague requisitions can be rejected or lead to disputes about what was actually on the agenda.
Set the date and prepare the notice. The notice must be sent to every member of the company and to the directors. Under the Companies Act 2006, the default minimum notice period for a general meeting of a private company is 14 clear days, unless your articles require longer. Check your articles: some set 21 days for certain types of resolution. The notice must state the date, time, and place of the meeting, and set out the business to be transacted. For a special resolution (such as amending the articles), the full text of the proposed resolution must be included.
Send the notice to all members. Deliver the notice by the method permitted in your articles, typically by post or email if the articles allow electronic communication. Keep a record of when and how each notice was sent. If any leaseholder has not consented to electronic communication, send a paper copy. Physical post remains the safest default if you are uncertain.
Arrange the meeting venue or remote access. The meeting can be held in person, by video call, or in a hybrid format, provided your articles permit remote or electronic attendance. Tools such as Microsoft Teams or Zoom can support remote and hybrid attendance, though you will need a way to verify the identity of participants joining remotely. Note that the effectiveness of remote voting depends on your company's ability to confirm who is actually present, so set this up carefully before the meeting.
Open the meeting, confirm quorum, and conduct business. At the start of the meeting, the chair must confirm that quorum has been reached before any business is transacted. If quorum is not present, the meeting cannot proceed. Once quorum is confirmed, work through the agenda in order. Put each resolution to the vote, record the result, and note any abstentions. For an ordinary resolution, a simple majority of votes cast is required. For a special resolution, a higher supermajority of votes cast must be in favour; check your articles and the Companies Act 2006 for the exact figure.
Close the meeting and record the minutes. Once all business is concluded, the chair formally closes the meeting. The minutes must be drafted promptly, recording who attended, that quorum was present, each resolution put, and the result of each vote. Circulate a draft to the directors for approval, then distribute the final version to all members.
What are the notice period and quorum rules for an egm meeting?
For most RMC and RTM companies registered under the Companies Act 2006, the minimum notice period for an EGM is 14 clear days, unless the articles of association require longer. "Clear days" means the day the notice is sent and the day of the meeting are both excluded from the count. Some articles set 21 clear days for meetings at which a special resolution will be proposed, so check yours before you fix a date.
Quorum is the minimum number of members who must be present for the meeting to be valid. Your articles will specify the figure, typically expressed as a number of members or a percentage of the total membership. The Model Articles for Private Companies Limited by Shares set a common default of two members present in person or by proxy, though your articles may differ. If quorum is not met when the meeting is due to start, the chair should wait a short period (often 15 minutes, as specified in the articles) before adjourning.
The extraordinary general meeting rules leaseholders most often get wrong are these two. First, they send notice too late, counting the sending date and meeting date as part of the 14 days rather than excluding them. Second, they confuse attendance with quorum: a member counts toward quorum if they have appointed a proxy, even if the proxy does not attend.
If the meeting is adjourned for lack of quorum, the adjourned meeting is typically quorate with whatever members attend, provided the articles say so. Check this in advance so you are not caught out twice.
How do proxy voting and electronic voting work at an EGM?
A proxy is a person appointed by a member to attend and vote at a meeting on their behalf. Under the Companies Act 2006, every member of a private company has a statutory right to appoint a proxy, and that proxy may speak and vote at the meeting. The proxy does not need to be another member of the company; it can be any individual the member chooses.
To appoint a proxy, the member completes a proxy form and returns it to the company before the meeting. Your articles will specify the deadline, typically 48 hours before the meeting starts. The proxy form should state whether the proxy is to vote in favour, against, or at the proxy's discretion on each resolution. Keep all proxy forms on file: they form part of the meeting record.
Electronic voting and remote attendance are permitted if your articles allow them. Many older articles for RMC and RTM companies do not explicitly authorise electronic meetings, so check before you arrange a video call and assume votes cast remotely will count. If your articles are silent or restrictive, a written resolution process may be a cleaner alternative for straightforward decisions.
Where remote attendance is permitted, tools such as Microsoft Teams or Zoom can support hybrid or fully remote EGMs. The practical challenge is identity verification: you need to be confident that the person joining remotely is the member or their appointed proxy, not a third party. Per esmstrata.com.au, effectiveness depends on the company's ability to verify participant identity, so establish your verification process before the meeting, not during it.
Recording and distributing the minutes after your EGM
The chair or secretary must prepare minutes of the EGM promptly after the meeting closes. The Companies Act 2006 requires that minutes of general meetings be kept for at least ten years at the company's registered office or another location notified to Companies House. Failing to keep minutes is a criminal offence for the company's officers.