The rules regarding members meetings are contained in Part 4 Corporate Governance of the Companies Act 2014. These meetings are important as the directors do not hold all the powers of a company and certain decisions must be referred back to the members for approval. Before an AGM or EGM is convened, the constitution of the company and the Companies Act 2014 should be reviewed to establish the meeting rules for that company or company type.
AGM’s
Section 175 provides a company is required to hold an Annual General Meeting in each year and not more than 15 months shall elapse between AGM’s. The first AGM must hold its first AGM within 18 months of incorporation.
Dispense with Holding an AGM
An LTD company may dispense with holding the AGM where all the members entitled to attend and vote sign a written resolution dispensing with the AGM and
- Acknowledging receipt of the financial statements that would have been laid before the AGM
- Resolving all such matters as would have been resolved at the AGM
- Confirming there is no change in the person (if any) appointed as statutory auditor of the company
This resolution must be passed in each calendar year.
Other company types (DAC, PLC, DAC & UC) that are single member companies may also dispense with holding the AGM and pass the above resolution.
The ODCE has the power to instruct an AGM be held and can direct that the constitution be amended in relation to the calling, holding and conducting the meeting.
Location of general meeting
An AGM or EGM may be held inside or outside of the State. If held outside of the state, the company must arrange for the technological needs of the members. The meetings can be held in 2 or more venues at the same time using appropriate technology in accordance with Section 176.
EGM’s
Any other meeting of members other than the AGM shall be an Extraordinary General Meeting.
The directors may, whenever they think fit, convene an EGM.
Convening an EGM by the members
Sec 178 provides that one or more members holding, or together holding, at any time not less than 50 per cent of the paid up share capital of the company, carries the right of voting at general meetings of the company may convene an EGM. The company should seek advice on whether technology allows attendees to vote and whether the constitution provides for this.
The directors of the company shall, on the requisition of one or more members holding not less than 10 per cent of voting rights, forthwith proceed to convene an EGM
Persons entitled to notice of general meetings
Notice of general meetings shall be given to:
(a) every member;
(b) the personal representative of a deceased member
(c) the assignee in bankruptcy of a bankrupt member of the company
(d) the directors and secretary of the company.
The auditor is also entitled to receive notice of general meetings.
Notice Periods
The constitution can provide for longer but not shorter notice than what is provided for in Sec 181 which provides:-
(a) in the case of the annual general meeting or an extraordinary general meeting for the passing of a special resolution, by not less than 21 days’ notice;
(b) in the case of any other extraordinary general meeting, by not less than 7 days’ notice.
A general meeting can be held at shorter notice if all the members and the auditors consent to the meeting being held at shorter notice.
Electronic Notices to Members (Sec 218)
Electronic notice shall apply to any case in which a provision of the Act, or of the company’s constitution, requires or authorises a notice to be served on or given to a member of the company by the company, or an officer of it, but save to the extent that the constitution provides otherwise.
If the company’s constitution permits the use of electronic means to serve or give the notice if the member has consented in writing to the company, or the officer of it, using electronic means to serve or give notices in relation to him or her.
Circulation of the Financial Statements (Sec 338)
The financial statements must be sent to the members 21 days before the meeting and the members may consent to receipt at shorter notice. Sec 338 permits the circulation of the financial statements electronically where the company and the member have agreed to access the financial statements on a website, the member is notified in a time and way that has been agreed and place and way to access the information has been provided.
Quorum
No business shall be transacted at any general meeting of a company unless a quorum of members is present at the time when the meeting proceeds to business. 2 members of a company present in person or by proxy at a general meeting of it shall 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.
Proxies
Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person (whether a member or not) as his or her proxy to attend and vote instead of him or her.
The proxy should be in writing, signed by the appointer or his or her attorney and deposited at the registered office 48 hours before the holding of the meeting.
Business of the AGM
The business of the AGM
(a) the consideration of the company’s statutory financial statements and the report of the directors and, unless the company is entitled to and has availed itself of the audit exemption under section 360 or 365, the report of the statutory auditors on those statements and that report;
(b) the review by the members of the company’s affairs;
(c) save where the company’s constitution provides otherwise—
(i) the declaration of a dividend (if any) of an amount not exceeding the amount recommended by the directors; and
(ii) the authorisation of the directors to approve the remuneration of the statutory auditors (if any);
(d) where the company’s constitution so provides, the election and re-election of directors;
(e) save where the company is entitled to and has availed itself of the exemption referred to in paragraph (a), the appointment or re-appointment of statutory auditors; and
(f) where the company’s constitution so provides, the remuneration of the directors.
Proceedings and holding of general meetings
The chairperson, if any, of the board of directors shall preside as chairperson at every general meeting of the company. Unless a poll is demanded in accordance with section 189, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands.
Where there is an equality of votes, whether on a show of hands or on a poll, the chairperson shall be entitled to a second or casting vote.
Votes of members
Subject to any rights or restrictions for the time being attached to any class or classes of shares, where a matter is being decided—
(a) on a show of hands, every member present in person and every proxy shall have one vote, but so that no individual member shall have more than one vote; and
(b) on a poll, every member shall, whether present in person or by proxy, have one vote for each share of which he or she is the holder or for each €15 of stock held by him or her, as the case may be.
Right to demand a 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). A demand for such a poll may be made by—
(a) the chairperson of the meeting;
(b) at least 3 members present in person or by proxy;
(c) any member or members present in person or by proxy and representing not less than 10 per cent of the total voting rights of all the members of the company concerned having the right to vote at the meeting; or
Minutes
A company is required to keep minutes of the AGM and EGM in accordance with Sec 199. See article on Member Resolutions.
How Can CLS Help
We can assist in drafting AGM or EGM documentation to record any change to the corporate structure of a company. We can also assist firms in preparing template minutes for common changes in a company. For more information please contact one of the Co Sec Team on 059 9186776 or cosec@clscs.ie
Please Note:
Our CLS Insights aims to bring you practical information and news on Company Law and Company Secretarial. We cover the topics that matter to your business and give practical tips and also the benefit our experiences. Please remember this article is a guide and legal advice should always be obtained. If you have any queries please contact one of the team and we would be happy to help.
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