Discover the essential guide to Annual General Meetings. We help you to run efficient and successful AGMs.
Written by Rachel Mc Clafferty | Published: 10th of March 2024
According to the Companies Act 2014, Annual General Meetings (AGMs) are held once every calendar year, as the name suggests. The primary purpose of an AGM is to allow the company’s members to meet the directors, ask questions and receive information about the company.
Every company is required to have an AGM within 18 months of incorporation and every year after that, with no more than 15 months passing between AGMs.
This comprehensive guide provides essential insights and strategies for running efficient and successful AGMs.
Whether you’re a seasoned business owner or new to corporate governance, this resource offers practical tips, expert advice, and step-by-step instructions to ensure your Annual General Meetings are a resounding success.
Our client services team are always happy to talk to you about what's best for your needs
Our client services team are always happy to talk to you about what's best for your needs
A typical AGM agenda will consist of the following:
Yes – it’s mandatory for companies to hold an AGM unless the company has passed a written resolution to dispense with this requirement.
Even single-member companies (i.e. one shareholder and one director) can decide not to hold an AGM by sending a written resolution and financial statements to the sole member for review.
The director or Board of Directors calls for an AGM and sends notice of the AGM to all company shareholders.
As per the Companies Act 2014, it is a legal requirement to send the AGM notice to all shareholders 21 days in advance, informing them about the date, time, location and agenda via post or email.
An AGM may also be called at short notice if all shareholders agree. In such cases, inform all shareholders of their right to appoint a proxy to attend on their behalf.
Our client services team are always happy to talk to you about what's best for your needs
Our client services team are always happy to talk to you about what's best for your needs
A shareholder can permit someone else to attend the AGM on their behalf. This person is known as a proxy, and they have the same rights as other members to speak and vote at the AGM.
The AGM notice should include the proxy’s name if a shareholder wishes to appoint one. It should also consist of contingency provisions if the proxy cannot attend.
Irish companies must hold Annual General Meetings (AGMs) in Ireland, unless all shareholders unanimously agree to hold it outside Ireland.
Shareholders and directors can utilize digital means like video conferencing, live streaming or other virtual AGM platforms to participate remotely. Ensure your company constitution allows for remote participation.
The chairperson, who may or may not be a company director, conducts the AGM. If directors are unavailable, a shareholder or other company member can assume the role of chairperson.
Irish company law does not set rules for selecting a chairperson. However, a company can set out rules in its constitution for designating a chairperson for all meetings, including the AGM.
In the absence of a designated chairperson, a new one can be elected for each AGM. The minutes must document that the elected person is acting as chairperson solely for that specific AGM.
In the meeting minutes, it is essential to document that this elected person is acting as the chairperson solely for that specific AGM.
Moreover, if the elected chairperson is not present within 15 minutes of the AGM’s scheduled start time, the other directors have the authority to select a new chairperson.
Quorum refers to the minimum number of members required to be present for the AGM to be valid and pass any resolutions.
The company’s constitution or relevant regulations should outline the quorum requirements. Adhering to quorum is crucial to ensure the legitimacy of the AGM and the decisions made.
Decisions at an AGM are made by “ordinary” and “special” resolutions, based on shareholders voting on the agenda topics.
Voting is done by show of hands (one hand = one vote) or by poll (one share = one vote).
If holding virtual or hybrid AGMs, ensure all members know how the online AGM voting works.
Our client services team are always happy to talk to you about what's best for your needs
Our client services team are always happy to talk to you about what's best for your needs
The AGM minutes are a record of the discussions held during the Annual General Meeting. The directors designate someone to take down the minutes.
The minutes are stored in a minute book, usually kept with the company’s corporate documents. Members can access and request a copy of the AGM minutes.
There is no set deadline for distributing minutes, but it’s good practice to send the draft for review within one week of the AGM. The minutes are then approved and signed at the next AGM.
If the minutes contain resolutions or instructions to draft a resolution, the Company Secretary is responsible for preparing the relevant documents. The documents should be promptly signed by either two directors or one director and the Company Secretary.
If you wish to outsource minute recording to a company, such as Kinore, we can give you a draft of a minute book, and you can fill it in accordingly.
