This month’s Practical Tips concerns the basic procedural requirements around the holding of an Annual General Meeting (AGM) for private limited companies.

• Timing: Every company must hold an AGM in each calendar year and a maximum of 15 months can pass between AGMs. There are exceptions to this rule: a newly incorporated company can wait up to 18 months before holding its first AGM; and, in the case of a single member company, the sole member of the company may, at any time, dispense with the holding of an AGM.
• Convening: The duty to convene an AGM rests with the Board of Directors which usually decides on the date, time and venue for the AGM at a meeting of the Board. It is an offence not to convene an AGM within the applicable time periods and the company and every officer of the company in default can be found guilty of an offence and fined. The Director of Corporate Enforcement can also convene an AGM on the application of members where the Directors have failed to do so.
• Articles: In preparing for an AGM, a company’s articles of association (Articles) should be checked for provisions dealing with General Meetings. Subject to any special rules included in a company’s Articles, each AGM (except the first AGM) must be held in Ireland.
• Notice and Enclosures: The Board typically instructs the Company Secretary to give notice of the AGM to those entitled to attend. Notice must be given to each member (unless the relevant class of share does not entitle the member to receive notice of or to attend an AGM) and the company’s auditors. Depending on the Articles, the Directors may also be entitled to receive notice of the AGM and to attend it. The notice must contain a clear statement that an AGM is being called, specify the time, date, venue and the agenda. The notice of the AGM must contain an appropriate description of any special business proposed to be passed. Proxy forms, conforming to the requirements of the company’s Articles, and the company’s statutory accounts and the related Directors’ and Auditor’s reports must be sent with the notice, although some small companies are entitled to avail of an exemption from the requirement to prepare audited accounts. The statutory accounts and the reports must be made up to a date that is not earlier than nine months before the date of the AGM.
• Notice Period: The applicable notice period is at least 21 days notice in writing unless a shorter notice period is agreed by all members and the company’s auditors. In addition, where a resolution is proposed that relates to a change of company auditor, at least 28 days notice in writing must be given.
• Registers on Display: Some requirements that are often overlooked are that (i) the book of Directors’ disclosures relating to interests in contracts made by the company (which is required to be maintained under Section 194 of the Companies Act 1963); and (ii) the register of Directors’ shareholdings must be made available for inspection by the members throughout the AGM. It is prudent (although not required) to have the register of members accessible also in case any dispute was to arise concerning the outcome of a vote taken on a poll (i.e. by reference to how many shares those voting held).

Contributed by Ruairi Bourke.

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