| name | annual-meeting-notice |
| language | en |
| description | Drafts legally compliant Notice of Annual General Meeting (AGM) for UK companies, covering statutory notice periods under the Companies Act 2006, record dates, quorum and voting thresholds, proxy procedures, and FCA Disclosure Guidance and Transparency Rules (DTR) for listed companies. Use when preparing AGM notices, shareholder meeting notifications, or proxy notice mailings for UK-incorporated companies. [Atticus UK/Scots refined] |
| tags | ["SCOTS, drafting, corporate, UK, Scotland, legal, atticus, source-verification, evidence-matrix, hostile-review"] |
| atticus_refined | true |
| jurisdiction_focus | Scotland / UK, unless expressly classified otherwise |
| requires_live_source_verification | true |
| external_action_mode | prepare-only unless operator explicitly authorises filing/service/sending |
| scots | true |
Notice of Annual General Meeting
Atticus UK/Scots Legal Excellence Overlay
Use this skill as an autonomous legal-operations module for Scotland/UK work. Before relying on it, the agent must lock the jurisdiction, forum, remedy, procedure, deadlines, evidential basis, and source status. Do not assume that a US-origin doctrine, filing, pleading style, discovery rule, regulator, deadline, or remedy applies in Scotland or elsewhere in the UK.
Mandatory operating rules
- Jurisdiction lock. State whether the matter is Scotland, England & Wales, Northern Ireland, UK-wide, foreign-law, or mixed. If Scotland is plausible, distinguish sheriff court, redacted legal context, tribunals, regulators, ombudsmen, and internal institutional processes.
- Official-source hierarchy. Prefer legislation.gov.uk, Scottish Courts and Tribunals Service rules/forms, redacted legal context and sheriff court rules, tribunal/regulator guidance, UK Supreme Court materials, GOV.UK, Scottish Government, ICO, FCA, CMA, HSE, HMRC, Companies House, Land Register of Scotland, registers of Scotland, and other primary public sources. Treat secondary commentary as orientation only.
- Live verification. Any statute, rule, form, deadline, fee, public-body policy, regulator guidance, or procedural step that may have changed must be checked live before being finalised. Record title, source URL or local source path, version/date, access date, and the proposition supported.
- Evidence discipline. Every factual assertion used in advice, pleadings, letters, schedules, or bundles must be traceable to an evidence item, source extract, admission, instruction, or identified gap. If a fact is unsupported, mark it as an assumption or request targeted evidence.
- Element-by-element reasoning. Break each claim, defence, remedy, and procedural application into legal elements. Map each element to supporting evidence, contrary evidence, missing evidence, and verification status.
- Autonomous depth. When configured for micro-orchestration, delegate research, evidence mapping, drafting, hostile review, procedural routing, deadline audit, and citation verification to separate subagents or workstreams, then synthesise their outputs into one case theory.
- External-action boundary. Prepare letters, pleadings, forms, bundles, checklists, and filing packs when instructed or policy permits, but do not file, serve, send, pay, contact third parties, or represent that action has been taken unless the operator explicitly authorises that external act.
- Uncertainty handling. If law, procedure, forum, prescription/limitation, standing/title to sue, competency, remedy, expenses, jurisdiction, or enforceability is uncertain, flag it prominently and propose the narrowest verification task.
Expected work product
Where proportionate, produce a chronology, issue map, source log, evidence matrix, merits/risk table, remedy/damages table, procedural route note, draft document, bundle index, service/filing checklist, and operator handoff note. For litigation preparation, preserve both a court-ready output and a candid internal risk memo.
Drafts a formal notice of Annual General Meeting satisfying the Companies Act 2006 requirements and, for listed companies, FCA Listing Rules and DTR obligations.
Prerequisites
Gather before drafting:
- Constitutional documents - articles of association, current board minute book, prior AGM notices
- Jurisdiction of incorporation - determines applicable companies act (Companies Act 2006 applies UK-wide; check if Scottish company for certain provisions)
- Listed vs. private status - determines FCA Disclosure Guidance and Transparency Rules (DTR) / UK Listing Rules / AIM Rules obligations
- Record date - board-approved date fixing member eligibility (if not set, flag for client)
- Meeting logistics - date, time, location, format (physical / hybrid / virtual), platform details
- Agenda items - director re-election, auditor reappointment, proposed resolutions (ordinary/special), dividend declaration, other business
- Share classes and voting rights - shares outstanding, votes per share, class-rights variations
Quick Start
- Confirm jurisdiction of incorporation and check applicable provisions of the Companies Act 2006
- Verify record date compliance with CA 2006 and company articles
- Draft notice using the output structure below
- Apply FCA disclosure overlay if listed (Premium/Standard/High Growth/AIM)
- Mark any uncertain statutory citations with
[VERIFY]
Output Structure
Header
- Title: "NOTICE OF ANNUAL GENERAL MEETING" (prominent)
- Full registered company name per certificate of incorporation, Registered number, Notice date within statutory notice period
Opening Statement
- Formal notice of meeting, identifying record date (members entitled to notice and vote)
- Confirm notice date falls within the Companies Act 2006, s.307 notice window, Reference ability to appoint a proxy under s.324
Meeting Logistics
- Physical: full address, building, floor, room; security/access procedures
- Virtual: platform URL, meeting ID, voting procedures, registration deadline [VERIFY articles permit virtual meetings]
- Hybrid: both of the above, Include board authority to change format/location and means of notification, Registration/check-in timeframe
Agenda Items (Resolutions)
For each resolution, state the resolution type (ordinary or special), voting threshold, and board recommendation:
- Receipt of Annual Accounts and Reports - statutory requirement under s.437; reference to annual report and accounts
- Directors' Remuneration Report - advisory vote (if applicable, for quoted companies under s.439)
- Re-election of Directors - individual resolutions per director
- Reappointment of Auditor - s.489 requirement
- Auditor's Remuneration - authorisation to determine remuneration
- Dividend Declaration (if proposed) - final dividend per share, ex-dividend date, payment date
- Special Business (if any):
- Amendments to articles of association (special resolution, 75% majority)
- Authority to allot shares (s.551)
- Disapplication of pre-emption rights (s.570/571)
- Share buy-back authority (s.701)
- Political donations authorisation (s.366)
- Other Business - standard provision
Voting and Proxy Information
Include all of the following:
- Record date and eligibility (membership as at close of business on the record date)
- Votes per share for each share class, Quorum requirement (per articles, typically 2 members present in person or by proxy)
- Voting threshold for ordinary (simple majority) vs. special (75% majority) resolutions, Proxy appointment method (hard copy form, electronic via website, CREST for dematerialised) and deadline (CA 2006 s.326 - not less than 48 hours before meeting)
- Appointment of more than one proxy permitted, Right to revoke proxy: later-dated proxy, written revocation to registered office, or attend in person
- Listed companies only: comply with FCA DTR 6.1 (dissemination of regulated information), DTR 6.3 (voting rights disclosure), and UK Listing Rules (LR 9.6 - communicated to FCA via National Storage Mechanism)
Member Resources
- Company secretary / registrar contact (phone, email, registered office address)
- How to access annual report and accounts, AGM materials (company website, NSM for listed companies, hard copy request)
- Notice and access procedures (electronic communication under s.1143)
- Accessibility accommodations statement, Voting instruction deadlines for CREST members
Signature Block
By Order of the Board,
_________________________
[Name]
[Title, Company Secretary]
[Dated]
Compliance Checks
- Notice period: CA 2006 s.307 - minimum 21 clear days for AGM of a public company (unless unanimous agreement to short notice); 14 clear days for private company; articles may impose stricter requirements, use the stricter standard
- Record date: must comply with articles; typically 6pm on the day 48 hours before the meeting (not counting non-working days)
- FCA compliance: for Premium/Standard listed companies, communicate regulated information under DTR 6.1; file with National Storage Mechanism; reference in RNS announcement; omit for private companies
- Multi-class shares: detail voting power per class and any class-meeting requirements
- Distribution method: note applicable delivery method (hard copy, e-delivery with consent, website posting under s.1143); advise client to maintain distribution records
- Scottish companies: Companies Act 2006 applies UK-wide. Scottish companies registered at Companies House Edinburgh. Scottish company secretary governed by same provisions. Check any separate Scottish regulations (rare).
- Tone: formal, clear and precise, no ambiguity in dates, times, locations, or procedures
- Do not fabricate specific statutory citations without verification; mark uncertain references with
[VERIFY]
- Electronic voting: confirm articles permit electronic voting and proxy appointment via website
Scotland/UK Adaptation
Governing Framework
This skill is adapted from US corporate law (state incorporation codes + SEC Regulation 14A) to UK company law governed by the Companies Act 2006.
- Governing statute: Companies Act 2006 (c. 46) - applies throughout the UK including Scotland
- Listed company overlay: UK Listing Rules (FCA), Disclosure Guidance and Transparency Rules (FCA DTR), AIM Rules for Companies (LSE)
- No SEC filing: For UK public companies, regulated information is disseminated via an RIS (Regulatory Information Service) and filed with the FCA National Storage Mechanism (equivalent to EDGAR)
- Company law enforcement: Companies Act proceedings in Scotland are heard in the redacted legal context (Outer House) or Sheriff Court depending on value
Terminology Conversion
| US Term | UK/Scots Equivalent |
|---|
| Shareholders | Members (though "shareholders" also widely used) |
| Articles of incorporation | Certificate of incorporation / Memorandum and Articles of Association |
| Bylaws | Articles of Association |
| SEC / Regulation 14A | FCA / UK Listing Rules / DTR 6 |
| EDGAR | National Storage Mechanism (FCA) / Companies House |
| Corporate secretary | Company secretary |
| State of incorporation | Jurisdiction (registered in Scotland / England & Wales) |
| Annual meeting | Annual General Meeting |
| Proxy statement | Notice of AGM + explanatory notes |
| Board of directors | Board of directors |
| Close of business | Close of business (same concept) |
| Registered agent | Registered office (CA 2006 s.86) |
Key Differences
- Notice period: 21 clear days for public company AGM (CA 2006 s.307), not 10-60 days as in US state law
- No record date in same sense: CA 2006 uses "the time of the meeting" as default voting eligibility; articles usually set a 48-hour window truncation
- Proxy rules: CA 2006 s.324-331; proxies may be appointed in hard copy or electronic form; CREST members vote electronically
- Auditor ratification: mandatory annual reappointment at AGM for UK companies (s.489), not a separate ballot item
- No "slate" concept: each director stands for re-election individually under UK practice (quoted companies require annual re-election)
- Special resolutions: 75% majority for constitutional changes, authority to allot shares, disapplication of pre-emption rights
- Electronic communications: Companies Act 2006 s.1143 permits electronic communication where member has agreed; companies must offer hard copy on request
- No SEC proxy card: UK uses proxy appointment forms; no equivalent to SEC Rule 14a-4 universal proxy
- Treasury shares: vote on treasury shares is prohibited (CA 2006 s.726)
- Company types: distinctions between private, public, traded, and quoted companies with different obligations
Citation Guidance
For UK/Scottish AGM notice practice, cite:
- Companies Act 2006 - ss.307 (notice period), 324-331 (proxies), 437 (accounts), 439 (remuneration), 489 (auditor), 502-504 (circulation of resolutions), 551 (allotment authority), 570-571 (pre-emption disapplication), 701 (buy-back authority), 726 (treasury shares), 1143 (electronic communications)
- FCA Listing Rules - LR 9.6 (notification of meetings and resolutions)
- DTR 6 - disclosure of regulated information
- AIM Rules
- The Scottish Register of Companies maintained by Companies House Edinburgh
[SCOTS: Note] The Companies Act 2006 is a UK Act and applies to Scottish companies identically. Scottish private companies use Model Articles for Private Companies Limited by Shares (SI 2008/3229) as default. Scottish charitable companies (SCIOs) are regulated by OSCR under separate legislation, this skill is for commercial company AGMs only.
Foreign-Law / US-Origin Guardrail
This skill may contain inherited US terminology. For Scotland/UK use, translate rather than copy. Examples: discovery is not Scots commission and diligence/recovery of documents; tort is generally delict in Scots civil analysis; summary judgment is not automatically the Scots summary decree test; bankruptcy concepts may map to sequestration, liquidation, administration, or restructuring depending on party and forum; HIPAA/CCPA/SEC/EEOC/FTC/CFPB concepts require UK GDPR, DPA 2018, FCA, ICO, CMA, HSE, HMRC, Companies House, tribunal, or sector-regulator mapping as appropriate. If the matter is genuinely US or foreign-law, quarantine the foreign-law analysis and warn that local counsel/source verification is required.
Final Quality Gate (Mandatory)
Before marking the task complete, confirm:
- Jurisdiction/forum/procedure have been identified and are not imported from the wrong legal system.
- Current law, rules, forms, fees, deadlines, and public-body guidance have been verified from official sources where necessary.
- Every material factual assertion is tied to evidence, a source, an admission, an instruction, or a clearly labelled assumption.
- Prescription, limitation, time bar, appeal periods, service rules, competency, standing/title to sue, expenses/costs exposure, and enforcement have been considered where relevant.
- The output separates client-facing conclusions from internal risk analysis.
- Drafts include placeholders only where evidence or instructions are genuinely missing; no fabricated citations, authorities, quotes, dates, forms, or procedural steps are allowed.
- A hostile reviewer could reconstruct the reasoning from the evidence matrix and source log.
