Key Takeaways
- Virtual and hybrid meetings are now a mainstream feature of corporate governance, but their validity depends on what the company’s articles of association permit.
- Hybrid general meetings are often allowed where the articles do not prohibit remote participation, but fully virtual shareholder meetings require express authorisation in the articles.
- For board meetings, companies that have not adopted the Model Articles may face uncertainty unless their articles clearly permit virtual or hybrid attendance.
- Updating the articles to allow electronic participation helps mitigate the risk of procedural defects, quorum challenges and invalid resolutions.
- Recent GC100 guidance supports the use of virtual‑only shareholder meetings, provided companies promote transparency, engagement and accessibility.
- Companies should review and, where necessary, amend their articles now to ensure they are fit for modern meeting practices and future governance needs.
In an increasingly digital and globalised business environment, the ways that companies make decisions is evolving. Hybrid and fully virtual meetings of directors and members once introduced as a contingency measure during the COVID-19 pandemic are now an everyday feature of governance practice.
Yet some companies overlook a critical determinant of whether these meetings are valid at all: their articles of association (Articles).
What are hybrid and virtual meetings?
A hybrid meeting allows members or directors to attend either physically or virtually, combining the benefits of face-to-face interaction with the flexibility of remote access.
A Virtual meeting by contrast is conducted exclusively online with no physical meeting location.
Why update your company’s articles?
One of the strongest arguments for updating your articles is risk mitigation. If directors or shareholders participate in meetings remotely without clear authority in the articles, there is a risk that:
- the meeting may be deemed improperly constituted;
- quorum requirements may not be satisfied; and
- resolutions may be invalid or vulnerable to challenge.
As it stands:
- Hybrid general meetings are generally permitted where the articles do not expressly prohibit virtual participation or require physical presence at a single location for the meeting.
- Fully virtual general meetings are only valid if explicitly authorised by the articles.
- Virtual and Hybrid board meetings: For companies which have adopted the model articles, virtual and hybrid board meetings are permitted. For companies who have not adopted these model articles and where the Articles do not expressly permit directors to attend meetings remotely, there is uncertainty whether hybrid and virtual meetings are permitted.
Given this uncertainty and as a matter of governance best practice, companies wishing to conduct virtual or hybrid member and director meetings should ensure that their articles expressly allow for such meetings and do not require physical presence or exclude electronic participation. By expressly allowing hybrid and virtual meetings, companies reduce the risk of procedural challenges and increase confidence that decisions can withstand legal scrutiny.
Updating the articles
Well drafted provisions in the articles may:
- explicitly permit electronic, virtual, and hybrid meetings;
- define what constitutes “presence” and “participation”;
- address quorum and voting mechanics in a virtual or hybrid context; and
- give the chair discretion to manage technical or connectivity issues.
Recent GC100 Guidance
On 8 December 2025, the GC100 published guidance to support UK companies that wish to hold virtual-only shareholder meetings (note this guidance does not apply to director board meetings).
This guidance sets out eight provisions including:
- the importance of promoting engagement, dialogue and transparency; and
- having a dedicated area of the company website which is kept up to date, so that shareholders can access the latest information about the virtual meeting.
The GC100 encourages companies to take advantage of advances in technologies to maximise shareholder participation and engagement, and to ensure that shareholder meetings remain accessible, efficient, and fit for the future.
The guidance further recommends that:
- where the articles of association already permit virtual meetings, the company may wish to include a statement within the notice of the annual general meeting that the directors consider holding virtual meetings to be in the best interests of the company and its shareholders; and
- where a company is seeking to amend its articles to permit virtual shareholder meetings, the company should consider proposing a time-limited authority (5 years are suggested) for virtual meetings.
If you have any questions about this article, please do contact the author.