An Annual General Meeting (AGM) is a mandatory yearly gathering of a company's shareholders where directors present the annual accounts, shareholders vote on key decisions such as appointing auditors and directors, and members have the opportunity to question management about the company's performance and direction.
An Annual General Meeting (AGM) is the formal yearly gathering where a company's shareholders come together to review business performance, approve financial statements, and vote on important company matters. It's essentially the shareholders' annual opportunity to exercise their ownership rights and hold the board of directors accountable.
During an Annual General Meeting, directors present the company's annual accounts and explain how the business has performed over the past year. Shareholders can ask questions, raise concerns, and vote on resolutions that shape the company's future direction. This transparency is fundamental to good corporate governance.
For most private companies limited by shares in Ireland, Annual General Meetings are a legal requirement, though certain exemptions exist for single-member companies and companies where all shareholders agree to dispense with the AGM. Understanding when you must hold an AGM and what it involves is essential for staying compliant.
In Ireland, the requirement to hold an Annual General Meeting depends on your company type and shareholder preferences. Public limited companies must always hold AGMs, whilst private limited companies have more flexibility under the Companies Act 2014.
Private companies can avoid holding Annual General Meetings if all shareholders sign a written resolution agreeing to dispense with the requirement. This is common for small companies where founders own all the shares and communicate regularly anyway. However, any single shareholder can request that an AGM be held.
Even if your company doesn't hold formal Annual General Meetings, you still need to complete the business that would normally occur at an AGM, such as approving accounts and appointing auditors. These matters can be handled through written resolutions signed by shareholders instead.
The typical Annual General Meeting agenda covers several standard items required by company law. Receiving and considering the company's financial statements is usually the first major item, giving shareholders the chance to review how their investment has performed.
Shareholders vote on appointing or reappointing the company's auditors (unless the company qualifies for audit exemption) and may approve director remuneration. If directors are due for re-election under the company's articles of association, shareholders vote on their continuation in office.
The AGM also provides an opportunity to declare dividends, if the directors recommend a distribution to shareholders. Any other business requiring shareholder approval, known as special business, can also be included on the agenda with proper notice to all members listed in the register of members.
Irish company law requires at least 21 days' notice for an Annual General Meeting, though your company constitution may specify a longer period. This notice must be sent to all shareholders entitled to attend and vote, as well as to directors and auditors.
The notice must specify the date, time, and location of the meeting, along with the business to be conducted. For any special resolutions requiring 75% shareholder approval, the full text of the resolution must be included in the notice so shareholders can consider it properly.
Shareholders can agree to shorter notice periods if they collectively hold at least 90% of the voting shares. This provision helps companies that need to hold urgent meetings but should be used sparingly to maintain good governance practices.
Failing to hold a required Annual General Meeting is a breach of company law that can result in penalties for both the company and its directors. The Companies Registration Office takes compliance obligations seriously, and persistent failures can trigger more serious consequences.
Any shareholder can apply to the court to order that an Annual General Meeting be held if the company has failed to convene one. This creates potential for disputes and legal costs that could easily have been avoided by simply holding the meeting as required.
Beyond legal penalties, failing to hold AGMs suggests poor corporate governance, which can create problems when seeking investment or selling the company. Investors conducting due diligence will want to see that your company has maintained proper governance throughout its history.
Yes, Irish companies can hold Annual General Meetings with remote participation, provided the company constitution permits this or shareholders agree. The Companies Act 2014 allows for meetings where members participate by electronic means, as long as everyone can hear and be heard.
Remote attendance has become increasingly common, particularly for companies with shareholders in different locations. The key requirement is that all participants must be able to communicate effectively, ask questions, and vote on resolutions just as they would in person.
If shareholders cannot attend in person or remotely, they can appoint a proxy to attend and vote on their behalf. Proxy forms must be submitted before the meeting deadline specified in the notice, allowing the appointed person to represent the absent shareholder's interests.
Companies must maintain proper minutes of all Annual General Meetings, recording the business conducted, resolutions proposed, and voting outcomes. These minutes form part of your statutory records and must be kept at the registered office or another notified location.
Minutes should include attendance records, a summary of any discussions on major items, and the precise wording and results of all resolutions. Shareholders have the right to inspect minutes of general meetings, so accuracy and completeness matter.
Retaining AGM records is important for demonstrating ongoing compliance and good governance. When your company eventually seeks investment or prepares for sale, potential buyers or investors will review these records as part of their due diligence into how well the company has been managed.
