This article is for company directors and secretaries in Ireland who need to prepare for their Annual General Meeting and ensure they're legally compliant with shareholder communications.
If you're wondering when accounts must reach shareholders, what documents you need to send, or how to prove proper delivery, this guide covers the 21-day rule, acceptable delivery methods (physical and electronic), and the records you need to keep to avoid invalidating your AGM.
Key Takeaways
• You must deliver annual accounts to shareholders at least 21 days before the AGM or risk invalidating meeting resolutions.
• Electronic delivery is permitted only if shareholders have explicitly consented and you maintain records of their communication preferences.
• Keep permanent delivery records including postal receipts, email confirmations, or signed acknowledgments to prove statutory compliance.
• Single-member companies are exempt from AGMs but must still prepare statutory accounts within six months of year-end.
• All shareholders can unanimously agree to waive the 21-day notice period, but this consent must be documented in writing.
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.
How far in advance must I send annual accounts to shareholders before the AGM?
You must ensure accounts reach shareholders at least 21 days before the Annual General Meeting. This is a statutory requirement under the Companies Act 2014, and failing to meet this deadline can invalidate any resolutions passed at the meeting.
Can I email the accounts to shareholders instead of posting them?
Yes, you can deliver accounts electronically if the shareholder has agreed to receive documents in that form. You must maintain clear records of each shareholder's consent, use accessible formats like PDF, and retain evidence of transmission.
What documents do I actually need to send to shareholders?
Shareholders must receive the complete statutory financial statements, including the balance sheet, profit and loss account, directors' report, and notes to the accounts. If an audit is required, you must also include the auditor's report—draft or incomplete accounts don't satisfy the legal obligation.
What happens if shareholders don't receive the accounts on time?
Shareholders can argue the AGM was improperly convened, which could make any resolutions passed at the meeting voidable. Directors who knowingly fail to comply risk breaching their duties and may expose the company to legal challenge, particularly if this happens repeatedly.
Do I need to hold an AGM if I'm the only shareholder?
No, single-member private companies are exempt from holding an AGM. However, you must still prepare statutory financial statements within six months of the financial year-end and maintain proper records as good governance practice.
Can shareholders agree to waive the 21-day notice period?
Yes, the notice period can be shortened if all members entitled to attend and vote unanimously agree. This consent should be clearly documented in writing or recorded in the meeting minutes, and is particularly useful for small private companies with few shareholders.
How do I prove I delivered the accounts properly?
Keep clear evidence such as postal certificates, courier confirmations, email delivery receipts, or written acknowledgements of hand delivery. Maintain a delivery log recording the date, method, and recipient details for each shareholder, and preserve these records with your company's statutory books.
What should I do if I can't locate a shareholder's current address?
Make reasonable efforts to find them by checking company files, searching the electoral register, and placing newspaper advertisements. Document all your attempts thoroughly, and seek legal advice before proceeding to exclude unreachable shareholders from the delivery process.
Are there fines for delivering accounts late to shareholders?
There's no specific fine for late delivery to shareholders, but it can invalidate your AGM proceedings and expose directors to liability. Separate penalties apply if you miss Companies Registration Office filing deadlines—€100 base fine plus €3 daily.
What records should I keep about delivering the accounts?
Maintain a permanent delivery log showing each shareholder, delivery date, and method, along with supporting evidence like receipts or confirmations. Keep AGM minutes recording proper circulation, cross-reference your shareholder register, and create a separate compliance file containing all delivery evidence organized by year.
