Section 111 of the 1931 Act says an Annual General Meeting (AGM) shall be held within 15 months of incorporation of the Company and then at least in every calendar year.

However, The Companies Act 1931 (Dispensation for Private Companies) (Annual General Meeting) Regulations 2010 permits a private company (except a Charity) to elect, via unanimous resolution, to be dispensed from the requirement to hold annual general meetings.

This resolution must be unanimously agreed by the members and must be passed as a resolution in writing. 

Step 1 – Gain the consent of the shareholders to dispense with the requirement to hold an annual general meeting. 

Step 2 – Prepare a resolution in writing – see draft resolution Members resolution – dispense with AGM (1931)

Step 3 – All shareholders should sign the resolution.

Step 4 – File a copy of the written resolution at the companies registry within 1 month.