According to the Companies Act 2014 and as the name suggests, Annual General Meetings (AGMs) are held once every calendar year. The primary purpose of an Annual General Meeting (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. At most, 15 months should pass between AGMs.

This comprehensive guide provides essential insights and strategies for running efficient and successful Annual General Meetings (AGMs).

Whether you’re a seasoned business owner or new to corporate governance, this resource provides practical tips, expert advice, and step-by-step instructions to ensure your AGMs are a resounding success.

What happens at an Annual General Meeting (AGM)?

A typical agenda at an AGM will consist of the following:

  • The performance of the company
  • The future of the company
  • What dividends, if any, should be given to members
  • A review of the financial statements of the company
  • The appointment of the auditors for the company
  • Vacancies on the Board of Directors

Do you need to have an AGM?

Yes – it’s mandatory for companies to hold an AGM unless the company has passed a written resolution to dispense with this requirement.

How to dispense an AGM?

You can skip an AGM as long as the company has written a resolution that it has agreed to do so.
  • Written resolution

    Prepare a written resolution stating the intention to dispense with the requirement to hold an AGM. All members must approve and sign this resolution.

  • Unanimous agreement

    Ensuring all members agree to waive the AGM is important. Even if one director disagrees, the AGM must proceed as scheduled.

  • Shareholder communication

    Share the written resolution with all shareholders before the AGM date. Provide them with a clear explanation of the decision and its implications. Seek their approval for dispensing with the AGM.

  • Financial statements

    The written resolution should explicitly acknowledge the shareholders' acceptance of the company's financial statements. It should also mention relevant information regarding dividends and the directors' remuneration.

What about single-member companies?

Single-member companies (i.e. one shareholder and one director) can decide not to have an AGM. The company’s director still needs to send the written resolution and financial statements to the company’s sole member for review.

Who schedules the AGM?

The director or Board of Directors calls for an AGM and sends notice of the AGM to all company shareholders.

According to the Companies Act 2014, it is a legal requirement that all company shareholders receive the notice 21 days before an upcoming AGM regarding the date, time, location, and agenda via post or email.

An AGM may also be called at short notice if all shareholders agree. Just inform all the shareholders of their right to appoint a proxy.

What is a proxy?

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.

Where do you hold an AGM?

Irish companies must hold Annual General Meetings (AGMs) in Ireland. However, if all shareholders unanimously agree to hold the AGM outside of Ireland, you can arrange for it to be conducted in a different country.

Shareholders and directors can utilise various digital means to participate in the AGM without travelling outside their home state. It is important to include provisions in the company constitution stating that remote participation is allowed, such as video conferencing, live streaming, or other digital platforms.

Who runs the AGM?

The chairperson, who may or may not be a company director, conducts the Annual General Meeting. A shareholder or another company member can assume the role if the directors are unavailable or willing to act as the chairperson.

According to Irish company law, there are no set rules around how a company chooses a chairperson. However, a company can decide to set out rules for selecting a set chairperson in their constitution.

In a company where a specific chairperson is designated, that individual will serve as the chairperson for all meetings, including the AGM. However, a new chairperson can be elected for each AGM if there is no designated chairperson.

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.

What is a quorum for an AGM?

The quorum refers to the minimum number of members or shareholders required to be present for the AGM to be valid and for any resolutions to be passed.

The company’s constitution or relevant regulations should outline the quorum requirements. It is crucial to adhere to the quorum requirements to ensure the legitimacy of the AGM and the decisions made during the meeting.

How are decisions made AGM?

The company makes decisions at an AGM by “special” and “ordinary” resolutions.

Shareholders will vote on the topics raised, and the result will determine the type of resolution produced.

  • A simple majority passes an ordinary resolution (50% plus one).
  • A special resolution is used less frequently, requiring 75% of the votes.

A show of hands can fulfil the voting process, where one hand equals one vote. You may also vote by a poll, where one share equals one vote.

If you choose to hold company meetings virtually or hybrid, ensure all members know how voting works.

When should the AGM minutes of the meeting be distributed?

The record of the discussions held during an Annual General Meeting is known as “the minutes of the meeting.” The directors’ responsibility is to designate an individual to take down the meeting minutes.

The minutes of the meeting are stored in a minute book, typically kept alongside the company’s corporate documents. Company members have the right to access and review the meeting minutes and can request a copy for their records.

There is no set timeframe for sending out minutes for review by members, but it is good practice to send the first draft for review one week after the meeting. 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 Accountant Online, we can give you a draft of a minute book, and you can fill it in accordingly.

What happens if there is no AGM?

If the directors fail to call for an AGM or send any written resolution to the members for approval to dispense the requirement to hold an AGM, then any member of a company may ask the Office of the Director of Corporate Enforcement (ODCE) to call for the meeting or order the calling of an AGM.

A member has to fill out a formal complaint form and send it to ODCE if they wish to take this route.

Tips to make sure an AGM is successful

  • Outsource the task to Accountant Online

    Consider outsourcing the task to a professional, such as your Company Secretary, who can assist in organising and managing your AGM. They can also help you draft the AGM minutes and ensure compliance with regulatory requirements.

  • Seek guidance from professionals on Companies Act 2014

    Familiarise yourself with the Companies Act 2014 or seek guidance from a professional Company Secretary to understand any specific needs for AGMs in your industry.

  • Coordinate the timing with your accountant

    Plan the timing of your AGM in coordination with your accountant's review of your books and records, as financial statements are typically presented at the AGM.

  • Be mindful of the AGM date

    Choose a reasonable AGM date that takes into account the availability of members. Avoid scheduling the AGM when you know attendees are likely to be unavailable. Consider other schedules and ensure accessibility for all participants.

  • Leverage technology

    If you are considering holding the AGM outside the state or using technology for remote participation, ensure accessibility and reliable technology infrastructure. It is important to have a stable internet connection to facilitate smooth involvement.

  • Follow the agenda

    Stick to the items on the agenda during the AGM. While addressing off-agenda topics is important, ensure they are handled efficiently and thoroughly to avoid overlooking agenda items.

Need help from a specialist?

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By outsourcing your Company Secretary, you can focus on the parts of the business that need you the most. Tapping into the positives of using a company secretarial service can offer a hassle-free way to manage regulatory requirements, allowing you to dedicate more time to strategic business initiatives.