Shareholder Decision Making - General Meetings
Shareholder Decision Making - General Meetings
General Meetings - AGMs & EGMs
The Companies Act 2014 distinguishes between two types of General Meetings:
AGM - Annual General Meeting
The Annual General Meeting (AGM) is a key date in a company’s corporate calendar. Irish limited companies are required to hold an AGM every year, with no more than 15 months between successive AGMs.
The AGM provides shareholders with an opportunity to receive updates on the company’s performance, engage with directors, and vote on proposed resolutions.
EGM - Extraordinary General Meeting
All general meetings, apart from AGMs, are deemed Extraordinary General Meetings (EGMs). EGMs are convened to consider matters outside the scope of routine business decisions that require shareholder involvement. These matters typically demand a vote from members present at physically attended meetings.
Who Can Convene a General Meeting of the Company's Members?
- Directors
The directors of a company may convene an extraordinary general meeting at any time they see fit. They are also obliged to convene an EGM if members holding at least 10% of the company’s share capital request it. - Shareholders/Members
Members who hold at least 50% of the company's capital have the right to convene an EGM independently.
Notice of General Meetings
The statutory minimum notice periods for general meetings are:
- 21 days for AGMs or general meetings considering a special resolution.
- 7 days for general meetings outside of these categories.
What Details Should the Notice of a General Meeting Contain?
The notice should include the following information:
- The location, date, and time of the meeting.
- The general nature of the business to be transacted.
- In the case of a special resolution, the text or substance of the proposed resolution.
- A prominently stated right of members to appoint a proxy to attend and vote on their behalf.
Who Must Be Notified of the Holding of a General Meeting?
Under Irish company law, notification must be sent to:
- All shareholders (whether they are entitled to vote or not).
- The personal representatives of deceased members with voting rights.
- Assignees in bankruptcy of voting members.
- The company’s directors and secretary.
- The company’s auditors (if one has been appointed).
Voting at General Meetings
No business can be transacted at a general meeting unless a quorum of members is present at the start of the meeting. As per Irish company law, two members present in person or by proxy constitute a quorum, unless stated otherwise in the company's constitution. For a single-member company, one member present constitutes a quorum.
Voting - By Show of Hands
Unless a poll is demanded, voting is done by a show of hands. Each member present in person and each proxy has one vote.
Voting - By Poll
A poll can be demanded in relation to a matter. Every member present, either in person or by proxy, has one vote for each share they hold.
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