Limited Company - Shareholder AGMs

What is a Shareholder AGM?
An Annual General Meeting (AGM) is a key event in a company’s corporate calendar, required by Irish company law. Companies must hold an AGM at least once a year, ensuring no more than 15 months elapse between AGMs. This meeting gives shareholders an opportunity to review the company’s performance, ask questions, and vote on resolutions.

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Key Matters Addressed at an AGM

The following company matters, as outlined in the Companies Act, are typically handled at an AGM:

• Review of the company’s financial statements, director’s report, and auditor’s report (if applicable).
• Declaration of a dividend (if any).
• Authorising directors to approve the remuneration of statutory auditors.
• Appointment or re-appointment of statutory auditors, unless an audit exemption has been availed.
• Remuneration and re-election of directors, if not dis-applied by the company’s constitution.

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Does My Company Have to Hold an AGM?

A limited company may avoid holding an AGM if all members sign a written resolution confirming the following:

• Receipt of the financial statements that would have been presented at the AGM.
• Resolution of all matters that would have been addressed at a physical AGM.
• No changes are required regarding the appointed auditor (if applicable).

Sole Member Companies

Single-member companies are not required to hold an AGM. The sole member can exercise all powers typically exercised at a general meeting and must:

• Document the decisions made in writing.
• Ensure that the company receives and acknowledges the member's decisions.
• The company must provide its financial statements to the member.

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Who Can Call an AGM?

The Board of Directors is responsible for calling the AGM, providing a minimum notice period of 21 days to the following:

• All shareholders, regardless of voting rights.
• The personal representative of any deceased member with voting rights.
• The assignee in bankruptcy of a voting member.
• Company directors, the secretary, and any appointed auditors.

The 21-day notice period may be waived if all voting members and appointed auditors (if any) agree. The notice should specify the location, date, and time of the meeting, as well as details of any special resolutions to be considered.

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Failure to Call an AGM

If the directors fail to call an AGM, a member may apply to the Director of Corporate Enforcement to direct that the meeting be held or to convene the AGM themselves.

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Procedures and Voting at an AGM

• Chairperson: The meeting is chaired by the chairperson of the board or another designated person, not necessarily a director.
• Quorum: Unless stated otherwise in the company’s constitution, a quorum is 2 members present (in person or by proxy).
• Proxy: Members entitled to attend and vote at an AGM may appoint a proxy, who has the same voting and speaking rights.
• Location: AGMs can be held in or outside Ireland, including in multiple locations simultaneously via technology, provided all members can reasonably participate. The company bears the cost of this technology.

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Voting

• Voting is typically conducted by a show of hands, with each member or proxy having one vote.
• If a poll is demanded, voting is based on shares held, with each share representing one vote. The right to demand a poll is mandatory and cannot be dis-applied by a company's constitution.

 

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