This article is for Irish company directors and founders who need to understand their AGM obligations but aren't sure if they actually need to hold one.
If you're wondering whether your company must hold an AGM, when the deadline is, or how to legally skip it, this guide covers the timing requirements, the written waiver exemption for private companies, and what happens if you miss the deadline.
Key Takeaways
• Private companies must hold an AGM within nine months of financial year-end, with no more than 15 months between meetings.
• Private companies can skip the AGM if all shareholders unanimously agree in writing before the deadline passes.
• Members must receive at least 21 days' written notice including the date, location, agenda, and full text of special resolutions.
• Failing to hold a required AGM is a criminal offence under the Companies Act 2014 with fines for the company and officers.
• AGM minutes must record attendees, resolutions passed, and vote results, and be kept at the registered office for inspection.
Laura Ryan is a practising Barrister at the Bar of Ireland. She graduated from the Honourable Society of King’s Inns in 2024, having previously qualified and practised as a Chartered Accountant in a big four accounting firm.
Do I actually need to hold an AGM for my private company?
Not necessarily. If you're a private limited company and all shareholders agree in writing to waive the AGM for that year, you can skip it entirely. This written waiver must be unanimous and completed before the AGM deadline passes.
When is my AGM deadline?
For established companies, your AGM must be held within nine months of your financial year-end. For newly incorporated companies, the first AGM must be held within 18 months of incorporation. Additionally, no more than 15 months can pass between consecutive AGMs.
Can I hold an AGM with less than 21 days' notice?
Yes, but only if every member entitled to attend and vote agrees to shorter notice. The standard requirement is 21 days' written notice, but this can be waived with proper documentation from all members.
What happens if I miss my AGM deadline?
Missing the AGM deadline is a criminal offence under the Companies Act 2014. Both the company and every officer in default can be prosecuted and fined, and it creates practical complications with annual returns and financial statements.
Does my single-member company need to hold an AGM?
No, single-member companies are exempt from holding AGMs under the Companies Act 2014. Instead, the sole member can simply confirm decisions in writing, as holding a meeting with yourself serves no practical purpose.
What business must be covered at an AGM?
Standard AGM business includes considering financial statements and directors' reports, declaring dividends if proposed, electing or re-electing directors, and appointing auditors if required. Any other business is classified as "special business" and must be clearly flagged in the notice.
Do I need to appoint an auditor at my AGM?
Not if your company qualifies for audit exemption as a small company under the Companies Act 2014. If no auditor is required, the re-appointment of auditors simply drops off the AGM agenda entirely.
What records do I need to keep from an AGM?
You must record minutes of every AGM in the company's minute book, including names of those present, resolutions passed, and voting results. These signed minutes must be kept at the registered office and are available for member inspection.
