Company Secretarial Library

Welcome to Incorpro's Company Secretarial Library where we provide jargon-free, easy to understand answers to the most frequently asked questions we receive from our clients.

Limited Company-Shareholder AGMs

What is a Shareholder AGM?
  • The Annual General Meeting is an important date in company’s corporate calendar. Irish company law requires that a company hold an annual general meeting each year and that there is not more than 15 months between the date of one annual general meeting and that of the next.
  • The AGM is an opportunity for the members(shareholders) to receive an update on the performance of the company, to ask questions of its directors and to vote on proposed resolutions.
What company matters are dealt with at an AGM?

A non-exhaustive list of the business that will typically be considered at an AGM is referenced in the Companies Act:

  • The consideration of the Company's statutory financial statements, the director’s report and the auditor’s report, if applicable.
  • The declaration of a dividend (if any)
  • Authorisation of the directors to approve the remuneration of the statutory auditors (if any).
  • The appointment or re-appointment of statutory auditors, if the company has not availed of an audit exemption
  • The remuneration of directors and re-election of directors is not dis-applied by the company's Constitution.
Does my company have to hold and AGM?

A limited company need not hold an annual general meeting where all the members sign a written resolution:

  • Acknowledging receipt of the financial statements that would have been laid before that meeting.
  • Resolving all matters that would have ordinarily been resolved at a physically attended AGM.
  • Confirming that no changes are to be made to the appointed auditor.(if applicable)
  • Sole Member Companies
  • Irish company law makes specific reference to “single-member” companies and contains practical provisions that dispense with the need for a “single-member company” to hold general meetings.
  • All the powers exercisable by a company in general meetings are exercisable by the sole member without the need to hold a general meeting
  • The member should put the decision in writing and notify the company of the decision made.The company should also ensure that the member receives the company’s financial statements.
Who can call an AGM?

The Board of Directors of a company are responsible for calling an AGM. In calling it, they must provide a minimum notice period of 21 days to:

  • Every Shareholder (whether entitled to vote or not).
  • The personal representative of a deceased member who would have had the right to vote
  • The assignee in bankruptcy of a bankrupt member (who has the right to vote)
  • The directors and secretary of the company.
  • The company’s Auditors (if one has been appointed).
  • The member should put the decision in writing and notify the company of the decison made.The company should also ensure that the member receives the company’s financial statements.

The period of 21 days may be waived if all members entitled to attend and vote at the meeting agree to the shorter notice period. Should the company have appointed auditors they too must agree to the shorter notice period.

The notice should specify, the place, the date and the time of the meeting and the general nature of the business to be transacted at the meeting. Should the members be asked to consider a proposed special resolution, the text or substance of that proposed special resolution should also be provided.

Failure to call an AGM?
  • Should the directors of the company fail to call an AGM a member can apply to the Director of Corporate Enforcement to direct that the AGM be held or to call the AGM itself.
Procedures and Voting at an AGM
  • Chairperson
    • The proceedings of the AGM are run by the chairperson, if any, of the board of directors. The chairperson is typically a director of the company, but it does not have to be.
  • Quorum
    • Unless that the company’s constitution states otherwise 2 members present is considered a quorum. A proxy’s presence satisfies this condition.
  • Proxy
    • The notice of the AGM given to members must contain a statement, which is given reasonable prominence: that a member entitled to attend and vote is entitled to appoint a proxy.
    • The appointed proxy will have the same right as the member to speak at the meeting and to vote on any matters put to a vote.
  • Location
    • Unless a company’s constitution states otherwise an annual general meeting of a company may be held inside or outside of Ireland.
    • The AGM may also be held in 2 or more venues (whether inside or outside of the State) at the same time using any technology that provides members with a reasonable opportunity to participate. The company is responsible for bearing the cost of providing this technology in this case.
  • Voting
    • Unless a poll is demanded, voting is carried out by a show of hands. On a show of hands, every member present in person and every proxy has one vote.
    • If a poll is demanded, every member shall have one vote for each share of which he or she is the holder. The right to demand a poll is a mandatory provisions and cannot be dis-applied in a company's constitution.

Further Guidance and Assistance

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