Virtual AGM made permanent 2026 — procedure for private limited companies

Introduction

The Annual General Meeting (AGM) is one of the most important annual corporate compliances for a company incorporated under the Companies Act, 2013. Traditionally, AGMs were conducted through physical meetings where shareholders gathered at a common venue. However, the introduction and continued extension of the Video Conferencing (VC) and Other Audio-Visual Means (OAVM) framework has significantly changed the way companies conduct general meetings.

In a significant development, the Ministry of Corporate Affairs (MCA), through General Circular No. 03/2025 dated 22 September 2025, clarified that companies may continue to conduct their AGMs through VC/OAVM till further orders, subject to the requirements prescribed under the MCA’s earlier framework, particularly General Circular No. 20/2020 dated 5 May 2020.

This means that private limited companies can continue using the virtual AGM mechanism in 2026, provided the prescribed conditions and procedural requirements are followed.

However, it is important to understand that the MCA circular does not permanently amend Section 96 of the Companies Act, 2013. It is a continuing regulatory permission that remains effective until further orders. It also does not provide any extension of the statutory deadline for holding the AGM.

Legal Framework for Virtual AGM

The key provisions and regulatory framework include:

Section 96 of the Companies Act, 2013 — Annual General Meeting

Section 101 — Notice of Meeting

Section 102 — Statement annexed to Notice

Section 103 — Quorum for Meetings

Section 108 — Voting through Electronic Means

Section 118 — Minutes of proceedings

Companies (Management and Administration) Rules, 2014

MCA General Circular No. 20/2020

MCA General Circular No. 03/2025 dated 22 September 2025

The 2025 MCA circular continues the facility for AGMs through VC/OAVM until further orders and requires companies to follow the framework prescribed under General Circular No. 20/2020.

Can a Private Limited Company Hold AGM Virtually in 2026?

Yes.

A private limited company can conduct its AGM through VC/OAVM, subject to the applicable MCA framework.

The virtual AGM facility is particularly useful for companies where:

Shareholders are located in different cities or countries.

Foreign shareholders cannot travel to India.

Directors or investors are geographically dispersed.

The company wants to reduce meeting-related costs.

The company wants shareholders to participate electronically.

The MCA’s 2025 clarification applies to companies generally and allows AGMs through VC/OAVM till further orders.

Is Virtual AGM Really “Permanent”?

This is an important distinction for businesses and website readers.

It is more accurate to describe the current position as:

“Virtual AGMs allowed till further orders.”

It should not be represented as a permanent statutory amendment.

The MCA has continued the virtual AGM framework through successive circulars since 2020. The latest General Circular No. 03/2025 continues the permission without specifying an end date.

Therefore, companies should continue to monitor MCA notifications and circulars for any future changes.

Does Virtual AGM Change the AGM Due Date?

No.

Conducting an AGM through VC/OAVM does not give the company additional time to hold the AGM.

The MCA has expressly clarified that General Circular No. 03/2025:

does not confer any extension of statutory time for holding AGMs.

Companies that fail to comply with the statutory AGM timeline may still face legal consequences under the Companies Act.

For a company following the financial year ending 31 March, the AGM is generally required to be held within the period prescribed under Section 96, subject to the specific circumstances of the company and applicable extensions.

Who Can Attend a Virtual AGM?

The shareholders entitled to attend the AGM can participate through the VC/OAVM facility.

Depending on the company’s circumstances, participants may include:

Members/shareholders

Directors

Statutory Auditor

Secretarial Auditor, where applicable

Company Secretary

Authorised representatives

Other persons entitled to attend

The company must ensure that members can participate effectively and exercise their rights in accordance with the applicable framework.

What is VC/OAVM?

Video Conferencing (VC)

A technology-enabled meeting where participants can see and hear each other in real time.

Other Audio-Visual Means (OAVM)

Electronic communication facilities that allow participants to communicate simultaneously through audio and visual means.

The objective is to enable members to participate in the AGM without physically assembling at a common venue.

Procedure for Conducting a Virtual AGM

Step 1 — Finalise the AGM Date

The Board of Directors should decide:

Date

Time

Mode of AGM

Business to be transacted

Platform/service provider

Voting mechanism

The company must ensure that the AGM is held within the statutory timeline.

Step 2 — Conduct Board Meeting

The Board should approve the necessary matters relating to the AGM, including:

Date and time

Notice of AGM

Financial statements

Board’s Report

Auditor’s Report

Ordinary business

Special business, where applicable

Appointment of authorised persons

VC/OAVM arrangements

Voting arrangements

Proper Board resolutions should be recorded in the minutes.

Step 3 — Prepare AGM Notice

The notice should contain all information required under the Companies Act and applicable MCA framework.

The notice should clearly explain:

Date and time

VC/OAVM joining procedure

Login details

Instructions for participation

Voting procedure

E-voting details, where applicable

Documents available for inspection

Contact/helpline information

Business to be transacted

The MCA framework specifically requires clear instructions enabling members to access and participate in the virtual meeting.

Step 4 — Send Notice to Members

The company should issue the AGM notice within the statutory notice period under Section 101, subject to applicable provisions and consents for shorter notice where legally permitted.

For virtual meetings, electronic delivery of notices and documents forms an important part of the MCA framework.

Step 5 — Provide Financial Statements and Reports

The members should receive the documents ordinarily required for an AGM, including:

Financial Statements

Board’s Report

Auditor’s Report

Other documents required to accompany the financial statements

The MCA’s virtual AGM framework permits these documents to be circulated electronically in accordance with the applicable conditions.

Step 6 — Arrange the VC/OAVM Platform

The company should select a reliable technology platform capable of handling:

Multiple participants

Audio and video

Secure login

Identity verification

Voting

Recording

Attendance

Questions from shareholders

Technical support

The company should also have contingency arrangements in case of technical problems.

Step 7 — Ensure Quorum

The company must ensure the required quorum under Section 103.

Members attending through VC/OAVM are counted for quorum purposes under the applicable MCA framework. The 2020 framework specifically provided that members attending through electronic means are reckoned for quorum.

For a private company, the applicable quorum should be checked against Section 103 and the company’s Articles of Association.

Step 8 — Verify Shareholders

The company should establish a proper mechanism for:

Identifying participants

Verifying members

Recording attendance

Confirming voting rights

Preventing unauthorised participation

This is particularly important where the company has multiple shareholders.

Step 9 — Voting During Virtual AGM

Voting arrangements depend on whether the company is required to provide e-voting under the Companies Act or has opted for such facility.

Where e-voting applies, the applicable framework provides for electronic voting mechanisms.

Members who have already exercised their vote through remote e-voting may attend the AGM, but generally cannot vote again on the same resolutions.

The MCA’s original AGM framework specifically distinguished between companies required to provide e-voting and companies not required to provide it.

Step 10 — Conduct the AGM

During the meeting, the Chairperson should:

Welcome the members.

Confirm quorum.

Call the meeting to order.

Explain the VC/OAVM procedure.

Take up the agenda.

Allow members to raise questions where applicable.

Conduct voting.

Declare the voting outcome in accordance with the applicable procedure.

Conclude the meeting.

The meeting should be conducted in accordance with the Companies Act, the Articles of Association and the applicable MCA framework.

Step 11 — Record the Meeting

The company should maintain appropriate records of the virtual AGM.

This may include:

Attendance

Recording of proceedings

Voting records

Resolutions

Minutes

Supporting documents

Proper documentation is particularly important because the company should be able to demonstrate that the meeting was validly conducted.

Step 12 — Prepare AGM Minutes

The minutes should be prepared in accordance with Section 118 and the applicable Secretarial Standards.

The minutes should record:

Date and time

Mode of meeting

Members present

Directors present

Quorum

Chairperson

Proceedings

Resolutions

Voting results

Other relevant matters

Step 13 — Complete Post-AGM ROC Filings

Holding the AGM virtually does not eliminate the company’s normal post-AGM ROC compliances.

Depending on the company, these may include:

AOC-4

Filing of financial statements and applicable attachments.

MGT-7 / MGT-7A

Annual return filing, depending on the company’s applicability.

Other Event-Based Forms

Where applicable, additional forms may be required depending on resolutions or changes approved at the AGM.

Ordinary Business at AGM

Typical ordinary business includes:

Adoption of financial statements

Consideration of Board’s Report

Consideration of Auditor’s Report

Declaration of dividend, where applicable

Appointment/reappointment of directors, where applicable

Appointment/reappointment of auditors, where applicable

The exact agenda depends on the company and the matters due for approval.

Special Business

Special business may be placed before the members where required.

The notice should include the appropriate explanatory statement under Section 102.

The company should clearly explain:

Material facts

Nature of interest of directors/KMP

Reasons for the proposal

Other information required under law

Virtual AGM for Companies with Foreign Shareholders

Virtual AGMs are particularly useful for Indian subsidiaries having foreign shareholders.

For example:

US Parent Company → Indian Private Limited Subsidiary

The US shareholder can participate in the Indian subsidiary’s AGM electronically without necessarily travelling to India, subject to the applicable meeting framework and identification requirements.

This can significantly simplify corporate governance for wholly owned subsidiaries and foreign-invested companies.

Benefits of Virtual AGM

Cost Reduction

The company can reduce expenses relating to:

Venue

Travel

Accommodation

Physical documentation

Logistics

Wider Participation

Shareholders located outside India can participate more conveniently.

Better Accessibility

Members can join remotely from different locations.

Faster Administration

Digital notices, electronic voting and electronic records can streamline the AGM process.

Useful for Foreign-Owned Companies

Virtual participation can be particularly beneficial for Indian subsidiaries of multinational groups.

Common Mistakes to Avoid

Assuming Virtual AGM Removes Section 96 Compliance

It does not.

The AGM still has to be conducted within the applicable statutory timeline.

Calling It a Permanent Amendment

The present legal position is permission “till further orders”, not a permanent amendment to the Companies Act.

Not Providing Proper Joining Instructions

Members should receive clear instructions for joining the meeting.

Ignoring Quorum

Electronic attendance must be properly recorded.

Improper Voting

The company should use the voting mechanism applicable to its category.

Failing to Maintain Records

Attendance, proceedings, voting and minutes should be properly documented.

Assuming Virtual AGM Eliminates ROC Filings

Normal annual ROC filings continue to apply.

Virtual AGM Compliance Checklist

Compliance	Requirement
Board Approval	Required
AGM Date & Time	Fix within statutory timeline
AGM Notice	Required
Financial Statements	Circulate to members
Board’s Report	Circulate to members
Auditor’s Report	Circulate to members
VC/OAVM Platform	Arrange reliable facility
Shareholder Identification	Required
Quorum	Section 103
Voting	As applicable
Attendance Record	Maintain
Recording	Maintain as required
AGM Minutes	Section 118
AOC-4	Post-AGM filing
MGT-7/MGT-7A	Post-AGM filing, as applicable

2026 Compliance Position

As of 2026, the key point for private limited companies is that the MCA’s General Circular No. 03/2025 dated 22 September 2025 permits companies to conduct AGMs through VC/OAVM until further orders. The same circular specifically continues the requirements prescribed under General Circular No. 20/2020.

Therefore, companies planning their 2026 AGM can consider the virtual route, but should:

Follow the applicable VC/OAVM framework.

Comply with Section 96 timelines.

Follow notice requirements.

Maintain quorum.

Provide appropriate voting facilities.

Maintain proper records.

Complete all post-AGM filings.

Conclusion

The continued availability of virtual AGMs through VC/OAVM is a major convenience for Indian companies, particularly private limited companies with geographically dispersed shareholders and foreign-owned subsidiaries.

However, businesses should use the correct terminology. As of 2026, virtual AGMs have not been made permanently available through a statutory amendment to the Companies Act, 2013. Instead, MCA General Circular No. 03/2025 continues to permit AGMs through VC/OAVM “till further orders.”

The virtual format does not relax the fundamental legal requirements of an AGM. Companies must continue to comply with the statutory timeline under Section 96, issue proper notices, provide the required documents, ensure quorum, facilitate voting, maintain minutes and complete applicable ROC filings.

For private limited companies, especially those having foreign shareholders or directors, a properly planned virtual AGM can make annual corporate governance significantly more efficient while maintaining compliance with the Companies Act, 2013.