Annual General Meeting

At an Annual General Meeting (AGM) a company will consider ordinary business.

This includes:

  • Directors' recommendation to declare a dividend
  • Election of directors
  • Financial statements, the directors' report and the auditor's report
  • Re-appointment of the outgoing auditors or the appointment of new auditors and the fixing of auditors' remuneration
  • Any other special business, such as the amendment of the memorandum or articles of association of the company

Duty to convene general meetings of the company

Company law provides for two types of meeting of a company, namely an Annual General Meeting and an Extraordinary General Meeting. General meetings of the company are meetings of the members and the directors at which certain company business is conducted.

Annual General Meeting

Every company is required to hold an annual general meeting (AGM) every year. No more than 15 months should elapse between each meeting. The only exception to the requirement to hold an AGM is in the case of a single member private limited company, where the sole member may decide to dispense with the holding of an AGM. The AGM must be held in the State unless otherwise provided for in the Articles of Association or constitution or where all the members of the company agree.

The main purpose of the A.G.M. is to present the accounts, the directors are required to present audited financial statements to the members at each AGM (or unaudited financial statements where the company is eligible to, and has decided to, avail of the small company audit exemption.) A company cannot avail of audit exemption if their current or last annual return was late being filed. A report by the directors must also be annexed to the financial statements presented to the members at the AGM. The AGM can be held outside Ireland if permitted in the company’s Articles.

Extraordinary General Meeting

As the term suggests, an extraordinary general meeting of the company deals with matters outside the normal business conducted at an AGM. Under certain circumstances company directors are required to convene an EGM of the company, e.g. directors are under a duty to convene an EGM where the company's net assets have fallen to 50% or less of its called-up share capital.

Special Resolution

With special resolutions, which tend to deal with structural and important company matters, majorities of either two thirds or three quarters are normally required depending on the Memorandum and Articles of Association or the constitution. A special resolution and an amended Memorandum and Articles of Association or constitution are required to be filed within 15 days of the passing or making of the resolution.

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