Now that the AGM season is in full swing, here are some practical tips for private companies around holding their AGM.
Timing: Every company must hold an AGM in each calendar year and a maximum of 15 months can pass between AGMs. There are some exceptions: 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 requirement to hold an AGM by making a decision to that effect in writing and notifying it to the company.
Articles: The company’s articles of association (Articles) should be checked for provisions dealing with General Meetings. It is also quite common for the Articles to be supplemented by a shareholders’ agreement and this should also be checked for any additional requirements applicable to general meetings.
Convening: The duty to convene an AGM rests with the Board of Directors. 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.
Notice: Notice must be given to each eligible member and the company’s auditors. The Notice itself should contain a clear statement that an AGM is being called; specify the time, date, venue and the agenda; and include the entire text of any special resolutions proposed to be passed at the AGM.
Notice Period: At least 21 days notice in writing is required unless a shorter notice period is agreed by all members and the company’s auditors. Where a resolution is proposed to change the company’s auditor or to dismiss a director, at least 28 days notice in writing must be given.
Quorum: A company can set the quorum required to validly transact the business of the AGM in its Articles. Where the Articles are silent, the Companies Acts provide that the quorum for an AGM is two members present in person.
Documentation: A company should prepare the following documentation in connection with the AGM:
- Minutes of a meeting of the Board of Directors convening AGM and to approve and sign the financial statements and director’s report which are to be presented at the AGM
- Notice of AGM
- Consent to Short Notice (if required)
- Proxy Forms
- Minutes of the AGM
Up-To-Date Accounts: In general, the accounts being presented to an AGM must not predate the meeting by more than nine months. A copy of the accounts and the directors’ and auditors reports should be sent out with the notice of the meeting.
Registers on Display: The book of Directors’ disclosures relating to interests in contracts made by the company and the register of Directors’ shareholdings must be made available for inspection by the members throughout the AGM.
CRO Filings: Post-AGM, all special resolutions and certain ordinary resolutions passed at the meeting are required to be filed at the Companies Registration Office within 15 days.
Contributed by Edel O’Kelly.
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