5.08 Were the 2026 AGM resolutions and new articles sent to Companies House within 15 days?
UK Company A · a UK-listed medical technology group · Regulator-style question
In brief
The 2026 Annual General Meeting on [date] passed special resolutions and adopted new articles. The law requires copies to be forwarded to Companies House within 15 days. The copies on the register carry a receipt stamp of [date], 35 days after the meeting, whereas the 2025 copies were received two days after that meeting.
What the report shows, and what the rule requires
| What the annual report shows | What the rule requires |
|---|---|
| What the annual report shows Resolutions of the [date] AGM and the new articles received by Companies House on [date] (35 days after the meeting); the 2025 AGM resolutions were received on [date], two days after the [date] meeting. | What the rule requires Copies forwarded to the registrar within 15 days after the resolutions were passed, by [date]. |
What we checked: Resolution filings for the 2024, 2025 and 2026 AGMs opened and their receipt stamps read on the page images.
The rule
Companies Act 2006, section 30(1)
Version relied on: Companies Act 2006, revised text on legislation.gov.uk as in force for the financial year reviewed
A copy of every resolution or agreement to which this Chapter applies, or (in the case of a resolution or agreement that is not in writing) a written memorandum setting out its terms, must be forwarded to the registrar within 15 days after it is passed or made.
Why it matters
If the copies were sent late, the authorities to allot shares, disapply pre-emption rights and buy back shares, and the new articles, were missing from the public register for about five weeks.
Exposure
A question only: section 30(2)-(3) makes late forwarding an offence (a fine at level 3), but forwarding on time cannot be excluded from the public record.
Our workings
FACT: The resolutions filing states that the resolutions were passed at the AGM held on [date]; its receipt stamp is [date], and the articles adopted at the same meeting carry a stamp of the same date. The 2025 resolutions (AGM of [date]) were received on [date]. COMPUTATION: [date] plus 15 days is [date]; [date] is 20 days later (35 days after the AGM). INFERENCE: section 30(1) requires the copy to be forwarded within 15 days, and the posting date is not public; a 20-day gap in the post is unlikely, but only the company can show when it sent the copies. What would change it: proof of posting on or before [date].
| Step | Date / days |
|---|---|
| AGM (resolutions passed) | [date] |
| Last day: AGM + 15 days | [date] |
| Received (stamp) | [date] |
| Days after last day | [date] - [date] = 20 days |
Management’s best defence, and our reply
The company may say that section 30(1) only requires the copy to be forwarded within 15 days, that it posted the documents in time, and that delays in the post or at Companies House explain the stamp. It may also say the resolutions were published on the National Storage Mechanism on the day of the AGM, so shareholders had them. That defence cannot be tested from the public record, which is why this is put as a question; however, the 2025 copies arrived two days after that meeting, so a 35-day gap would be unusual for the post alone.
The fix
- Keep proof of posting (or file online) for AGM resolutions and amended articles within 15 days of the meeting.
Question for the company
On what date were the [date] AGM resolutions and the new articles sent to Companies House, and can the company show they were forwarded by [date]?
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | Date the resolutions were passed | Document | |
| 2 | Companies House receipt stamp on the 2026 resolutions | Document | |
| 3 | Prior year: the 2025 AGM date | Document | |
| 4 | Prior year: received two days after the AGM | Document |
Prepared by Pramanex from the company’s published annual reports, without the company’s involvement, to show how an annual report review reads. The company is not named, and nothing on this page is a statement about any identifiable company. Observations are not an audit, review or other assurance engagement, and not legal advice. A regulator-style question is a question, not a conclusion.
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