What Are the Requirements of an Annual General Meeting?

An Annual General Meeting (AGM) is a meeting where company members and directors meet to discuss the company’s affairs. It gives all individuals involved in the company the opportunity to participate in company affairs. Further, it provides a forum to share information, discussions and decision-making. It is important to comply with the associated requirements to ensure your company adheres to the law.

Do I Need to Hold an AGM?

Under the Corporations Act 2001 (Cth), public companies with more than one member must hold an AGM at least once per the calendar year. While there is no requirement for proprietary companies (i.e. private companies) to hold an AGM, they may choose to do so.

What Are The Requirements for an AGM?

If your company must hold an AGM, there are requirements you will need to follow for the meeting to comply with the Corporations Act.

Timing

If you are the director of a public company required to hold an AGM, you must hold it within 18 months after registration, and at least once every calendar year. You must also hold the AGM within five months of the company’s financial year-end.

Quorum

The quorum of a meeting is two members (unless the company constitution specifies another number) and that quorum must be present at all times during the meeting (including proxies).

Documents

Documents that the company must present at the AGM include the:

• Company’s annual financial report;
• Directors’ report; and
• Auditor’s report.

Questions

The chair of an AGM must allow members to have an opportunity to ask questions or make comments about company management, the remuneration report, and to auditors.

Auditor

The company’s auditor is entitled to attend the AGM. Any member who can vote at the AGM may submit a written question to the auditor. However, a member must submit their question at least five days before the AGM and ensure it relates to the report being considered. The company will pass on the question to the auditor for the auditor to address. The company must make a copy of all questions available to the members attending the AGM either before, or at, the AGM.

Business

The business of an AGM may include the consideration of:

• The annual financial report;
• Directors’ report and auditor’s report;
• The election of directors;
• Passing resolutions; and
• The appointment of the auditor and the fixing of their remuneration.

Notice Periods

There is a requirement for unlisted public companies to provide 21 days notice of an AGM, whereas a listed company must give at least 28 days notice. However, a company can call a meeting on shorter notice if the company’s constitution stipulates so or if all shareholders agree.

What if I can’t hold an AGM this year?

If you are unable to hold your AGM in any given calendar year, you may apply to the Australian Securities and Investments Commission (ASIC) to extend your time in which you can hold your AGM. It is best to apply as early in advance as possible.  ASIC will usually on grant an extension where:

• There are circumstances out of the company’s control that make an extension necessary; or
• An extension is in the interests of the members of the company.

Key Takeaways

If your company must hold an AGM, it must occur at least once each calendar year. Complying with the procedural requirements of an AGM are essential to fulfilling your obligations under the Corporations Act. If you have any questions about holding an AGM get in touch with one of LegalVision’s business lawyers on 1300 544 755.