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.
What happens at an Annual General Meeting (AGM)?
A typical AGM agenda 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
- Appointment of the auditors for the company
- Filling any vacancies on the Board of Directors
Do you need to have an AGM?
How to dispense an AGM?
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Written resolution
You can skip an AGM as long as all members of the company have agreed to a written resolution stating the intention to dispense with the AGM requirement.
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Unanimous agreement
Ensure unanimous agreement among members, as even one director disagreeing means the AGM must proceed as scheduled.
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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.
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Financial statements
The written resolution should explicitly acknowledge the shareholders' acceptance of the company's financial statements, and mention relevant information regarding dividends and directors' remuneration.
What about single-member companies?
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.
Who schedules the AGM?
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.
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, 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.
Who runs the AGM?
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.
What is a quorum for an AGM?
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.
How are decisions made AGM?
Decisions at an AGM are made by “ordinary” and “special” resolutions, based on shareholders voting on the agenda topics.
- A simple majority passes an ordinary resolution (50% plus one).
- A special resolution is used less frequently, requiring 75% of the votes.
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.
When should the AGM minutes of the meeting be distributed?
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 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
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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.
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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.
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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.
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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.
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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.
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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?
Do you need help with your Annual General Meeting? Our Company Secretarial Maintenance service looks after all your compliance requirements, so you don’t have to stress about company law.
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.
Rachel is a certified company secretary from The Law Society College Dublin and currently leads the Company Secretarial Team at Accountant Online. Areas of expertise include Company Formation in Ireland and the UK, Company Secretarial procedures and regulations, and the Companies Act 2014 relating to small business and company directors.
