The main purpose of an Annual General Meeting (AGM) is to allow the members of the company to ask questions.
Issued raised at an AGM include:
- Performance of the company
- Future of the company
- Review the financial statements of the company
- Appointment of the auditors for the company
- Vacancies on the board of Directors
According to the Companies Act 2014 and as the name suggests, AGM’s are held once every calendar year. Every company is required to hold an AGM within 18 months of incorporation and then every year thereafter. The company’s financial statements are passed around at the AGM so it’s important to note that 15 months shouldn’t elapse between AGMs.
In this Director’s guide to AGM’s, we’ll answer your most common questions about AGM’s in Ireland and give you tips on how to run a successful AGM.
Do you need to have an AGM?
Yes - it's mandatory for companies to hold an AGM unless a written resolution is passed to dispense with this requirement.
Here's how to dispense the requirement of holding an AGM:
All members need to approve and sign a written resolution wherein they agree to dispense the requirement to hold an AGM.
Ensure unanimous agreement
Even if one Director disagrees with not holding the AGM, the AGM must go ahead.
Shareholders need to be informed
The written resolution should be passed to all the shareholders for approval before the scheduled date to hold an AGM.
The resolution should also acknowledge the acceptance of the company’s financial statements, information regarding dividends, remuneration of the Directors by the shareholders of the company.
What about single-member companies?
Single-member companies (i.e. one shareholder and one Director) need to ensure that the Director of the company still sends the written resolution and the financial statements addressed to the company for review by the sole member of the company.
Who schedules the AGM?
The Director or Board of Directors calls for an AGM and sends notice of the AGM to all shareholders of the company.
According to the Companies Act, 2014 it is a legal requirement that all shareholders of a company should receive the notice 21 days prior to an upcoming AGM regarding the date, time, location and agenda by hand or via post.
This notice can be sent to all the shareholders via email provided this provision is mentioned in the company’s constitution.
An AGM may also be called at a short notice if all shareholders agree to it. Just be sure to inform all the shareholders of their right to appoint a proxy.
What is a proxy?
A proxy is someone the shareholder has given permission to attend the AGM in their absence.
If a shareholder would like to appoint a proxy, it must be included in the AGM notice and should include contingency provisions in case the proxy cannot attend.
If you have questions about holding an AGM, talk to our Client Services Team about receiving advice from one of our certified Company Secretaries. We are always happy to assist.
Where do you hold an AGM?
Annual General Meetings for Irish companies should be held in Ireland. However, if all the shareholders agree to hold the AGM outside of Ireland, you can organise it to be held in a different country.
In this technological age, you can also arrange for shareholders and Directors to participate in the AGM via digital means without having to leave their home state. Please note that this needs to be stated in the company constitution.
Who runs the AGM?
The AGM is run by the chairperson who may or may not be a Director of the company and a person nominated by the Directors is appointed to take down the minutes of the meeting.
There should also be a quorum present. A quorum can consist of 2 people unless your company constitution states otherwise or where the company may be a single member/shareholder company.
Making decisions at an AGM
The decisions at an AGM are made by special and ordinary resolutions.
Shareholders will vote on the topics raised and their voting result will determine the type of resolution produced.
- An ordinary resolution is passed by a simple majority (50% plus one).
- A special resolution is used less frequently and it requires 75% of the votes.
The voting is either carried out by the show of hands where one hand equals to one vote. You may also vote by a poll. Therefore, one share equals one vote.
Minutes of meetings
The record of what was discussed at an Annual General Meeting is called “the minutes of the meeting”.
The minutes are maintained in a minute book which is usually kept with the company’s corporate documents. The company Directors may decide who maintains the minutes of the AGM.
Members of the company, such as other Directors or Company Secretary, have the right to look the minutes of the meeting and request a copy for their records.
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. The official minutes are usually approved by the chairperson or by the members before the next AGM is held. Talk to our Client Services Team if you’d like to know about our Compliance Services.
What happens when an AGM is not held?
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 you wish to take this route.
Tips to make sure an AGM is successful
- Familiarise yourself with the Companies Act 2014 or consult a professional Company Secretary. There may be specific requirements for an AGM in your industry.
- Since your financial statements are presented at your AGM. You can start planning your AGM around the same time your accountant looks for your books and records.
- Make sure the AGM date is reasonable. There is no point in scheduling an AGM when you know members are likely not to be available. Have consideration for other schedules and accessibility.
- Accessibility and technology are important if considering to hold an AGM outside the state. It’s not advised to hold an AGM with poor WiFi quality if you expect members to call in via their computer.
- If can’t attend an AGM and you need to appoint a proxy, make sure it’s someone you trust to make decisions. This is because they will still get a vote during any decision making.
- Try to stick to the items on the agenda. If you work closely with the shareholders (or even not closely), you can get carried away with topics that are not on the agenda. Address them quickly but thoroughly to make sure nothing is missed off agenda.
- Outsource the task to a professional. Your Company Secretary should offer a service to help you with your AGM. They can help you draft the AGM minutes.
Need help from a specialist?
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