Limited Company Secretarial Library

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Incorpro's Company Secretarial Library offers clear, straightforward, jargon-free answers to the most frequently asked questions our clients have. It covers essential topics such as the Company Registration process, Compliance, and more, ensuring you have constant access to all the information you need.

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Shareholder Decision Making - General Meetings

General Meetings - AGMs & EGMs

The Companies Act 2014 distinguished between two types of General Meetings:

  • AGM - Annual General Meeting

    The Annual General Meeting is an important date in a company’s corporate calendar. Irish limited companies are required to hold an annual general meeting each year and there should be no more than 15 months between the date of one annual general meeting of and that of the next.

    The AGM is an opportunity for the shareholders to receive an update on the performance of the company, to ask questions of its directors and to vote on proposed resolutions.

  • EGM-Extraordinary General Meetings

    All general meetings, other than an AGM, are deemed to be Extraordinary General Meetings.

    They are convened for the consideration of matters that fall outside the scope of “ordinary” business decisions. Such business falls outside the powers of directors of the company to make on their own and requires shareholder involvement. These matters are typically resolved by votes cast by members at physically attended general meetings.

Who Can Convene a General Meeting of the Company's Members?
  • Directors
    • The directors of a company may, whenever they think fit, convene an extraordinary general meeting of the company's members.
    • The directors of a company are obliged to convene an EGM of its members, if members holding not less than 10 per cent of the share capital of the company request them to do so.
  • Shareholders/Members
    • Members of a company holding not less than 50 per cent of the capital of the company may convene an extraordinary general meeting of the company.
Notice of General Meetings

The statutory minimum notice of general meetings is:

  • 21 days for both AGMs and for general meetings at which a special resolution is to be considered.
  • 7 days for general meetings not falling into the above categories.
What Details Should the Notice of a General Meeting Contain?

The notice of the meeting should specify:

  • The place, the date and the time of the meeting.
  • The general nature of the business to be transacted at the meeting.
  • In the case of a proposed special resolution, the text or substance of that proposed special resolution.
  • A statement, given reasonable prominence: that a member entitled to attend and vote is entitled to appoint a proxy.
Who must be notified of the holding of a General Meeting?

Under irish company law there is a statutory obligation to notify:

  • Every shareholder (whether entitled to vote or not).
  • The personal representative of a deceased member who has 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).
Voting at General Meetings

No business shall be transacted at any general meeting of the company unless a quorum of members is present at the time when the meeting starts. Unless the company’s constitution provides otherwise, Irish company law considers two members of the Company present in person or by proxy at a general meeting to be a quorum. In the case of a single-member Company, one member of the Company present in person or by proxy at a general meeting of it shall be a quorum.

  • Voting - By Show of hands
    • Unless a poll is demanded, voting is to be by a show of hands.
    • On a show of hands, every member present in person and every proxy shall have one vote. No individual member shall have more than one vote;
  • Voting-By Poll
    • A poll may be demanded in relation to a matter (whether before or on the declaration of the result of the show of hands in relation to it).
    • Every member, whether present in person or by proxy, has one vote for each share of which he or she is the holder.
  • 7 days for general meetings not falling into the above categories.

Further Guidance and Assistance

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