Requirement to Hold AGM
Subject to the below exceptions, a company shall hold an annual general meeting in each year. Not more than 15 months shall elapse between the date of one general meeting and the next. A company which holds its first annual general meeting within 18 months from incorporation, need not hold another meeting within the year of its incorporation or the following year.
A company need not hold an annual general meeting in any year, where all the members entitled (at that date) to attend and vote at such general meeting sign, before the latest date for the holding of that meeting, a written resolution,
- acknowledging receipt of the financial statements that would have been laid before the meeting;
- resolving all matters that would have been resolved at the meeting; and
- confirming that no change is proposed in the auditor.
Where a provision of the Companies Act requires any step taken or matter to be done at the annual general meeting, then if that step is taken or matter is dealt with or done in the written resolution, then that requirement is deemed to be complied with.
Default in Holding AGM
If there is default in holding an annual general meeting, the ODCE may on the application of any member, call or direct the holding of a general meeting and give such ancillary directions as it thinks expedient. This may include a direction that one member present in person or by proxy shall be deemed to constitute the meeting.
Where a meeting so held is not held in the year in which the default in holding the company’s annual general meeting occurred, the meeting is not treated as the annual general meeting for the year in which it is held unless, at that meeting, the company resolves that it shall be so treated. Where a company resolves that the meeting shall be so treated, a copy of the resolution shall, within 21 days after the date of its passing, be delivered by it to the CRO.
If default is made in holding an annual general meeting of the company or in complying with any direction of the ODCE, the company and any officer of it who is in default is guilty of a category 3 offence.
Members Convening Meeting I
If the directors do not convene a meeting, a certain number of members may requisition the meeting themselves. It must be held within three months of the date of the requisition. The requisitioners are entitled to their reasonable expenses for convening the meeting. The company may retain the sums concerned from fees due to directors in default.
The members enjoy the following rights to convene a meeting of the members (shareholders) unless the company’s constitution otherwise provides. One or more members of the company holding or together holding not less than 50 percent (or other percentage specified in the constitution) of the paid-up capital of the company, may convene an extraordinary general meeting with the company.
The directors of the company, on the requisition of one or more members holding at least 10 percent of the paid-up share capital of the company, carrying the right to vote in general meetings, must convene an extraordinary general meeting of the members.
The requisition must state the object of the meeting. It shall be signed by the requisitionists and deposited at the registered office of the company. It may consist of several documents in like form, each signed by the requisitionists.
Members Convening Meeting II
If the directors do not convene a meeting within 21 days, to be held within 2 months, the requisitionists or any of them representing more than 50 percent of the total voting rights of all of them, may themselves convene a meeting. A meeting so convened shall not be held later than the expiration of three months from the requisition date.
A members meeting so convened (generally and EGM) shall be convened in the same manner as nearly as possible as meetings convened by the director.Where a meeting is requisitioned by the shareholders and the directors do not circulate the resolutions proposed, the members may circulate it themselves at their own expense.
All reasonable expenses incurred by the requisitionists by reason of the failure by the company to convene a meeting shall be repaid to the requisitionists by the company. The costs shall be recouped out of sums due from the company by way of fees or other remuneration for services to directors who are in default.
Under the 2014 Act, one or more members holding not less than 50 percent, or such other percentage as may be specified in the constitution, may convene an extraordinary general meeting. They must be holders of paid up share capital, carrying voting rights. This does not affect the rights of qualifying members to requisition a meeting. This right, effectively allows the holder of more than 50 percent of the share capital to convene the meeting himself, rather than requiring the directors to do so.
Court Ordered Meetings I
The courts have power to order that a company meeting be held. This may be necessary where the directors refuse to convene a meeting, or where if it is impractical to convene a meeting for any reason. Directors or members may apply to the court, which may order the holding of the meeting and give directions as to the business to be conducted.
The court may on application made by any of the below persons, make an order requiring that a general meeting be held and conducted in the manner that the court thinks fit. An order shall not be made unless the court is satisfied that for any reason, it is impractical or otherwise undesirable for any person to call a general meeting in any manner in which meetings of that company may be called or to conduct a general meeting of the company in any way provided by the Act and the company’s constitution.
Court Ordered Meetings II
The persons who are entitled to apply to court for such an order are
- a director of the company;
- a member of the company entitled to vote at a general meeting;
- a personal representative of a deceased member;
- an assignee in bankruptcy of a member,
being in the latter two cases, successors of persons entitled to vote at the general meeting.
Notice of General Meeting I
Notice of every general meeting of the company must be given to
- every member;
- a personal representative of a deceased member entitled to vote at the meeting;
- an assignee in bankruptcy of a member entitled to vote at the meeting; and to
- the directors and secretary of the company.
In the case of joint shareholders, it may be given by notice to the first named joint holder. Notice may be given to the persons entitled in consequence of death or bankruptcy by sending it by prepaid post, addressed to that person by name or by the title of representative or assignee or by any like description, to the address supplied for that purpose by the persons claiming to be so entitled.
Notice of General Meeting II
Until an address has been supplied, notice may be given to those persons in a manner in which it might have been given, if the death or bankruptcy had not occurred.
Unless the constitution otherwise provides, no person other than the person specified above shall be entitled to receive notice of general meeting.
Unless the company has availed itself of the audit exemption and complies with the applicable conditions, the statutory auditor
- shall be entitled to attend any general meeting of the company;
- shall be entitled to receive notices relating to the general meeting, which a member is entitled to receive, and
- shall be entitled to be heard at any general meeting which they attend on any part of the business of the meeting which concerns them as statutory auditor.
Period of Notice
21 days’ notice must be given of annual general meetings. At least 7 days’ notice must be given of other meetings of private companies. However, 21 days’ notice is required if a special resolution is proposed. If all of these shareholders entitled to attend and vote and the company’s auditors consent, shorter notice can be given.
The notice must be a clear number of days’ notice, so that, in calculating the number of days, the date of the service and of the meeting should be excluded. The notice periods apply, subject to any provision in the constitution for longer notice. These time requirements do not apply to adjourned meetings.
A meeting of a company convened by the shorter notice is deemed to have been duly called if it is so agreed by all the members entitled to attend and vote. Unless no statutory auditors stand appointed by reason of the audit exemption, the consent of the statutory auditors is also required.
The constitution may specify how notice is given. It is usually given by post at the address of the member on the register. Persons who are resident abroad may not be entitled to notice under the constitution. Meetings are usually deemed valid, notwithstanding the accidental omissions to give notice. A deliberate failure to give notice is likely to invalidate the meeting.
The notice must specify the time, place and date of the meeting. It must state the general nature of ordinary business. Ordinary business would include that which is required at AGMs.
If other non-ordinary businesses is to be transacted, this must be specified. The notice must be in sufficient detail to enable shareholders to decide how they will vote. It is advisable to set out the exact wording of proposed special resolutions. Otherwise, the meeting may be restrained or invalidated.
Where notice of a meeting is given by posting it by ordinary prepaid post to the registered address of a member, then the giving of the notice is deemed to have been effected 24 hours after posting. In determining whether the correct period of notice has been given by a notice of a meeting, neither the day on which the notice is served nor the day of the meeting for which it is given shall be counted.
Contents of Notice of General Meeting
The notice of a meeting should specify
- the place, date and 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 the substance of the proposed resolution;
- with reasonable prominence, a statement that a member who is entitled to attend and vote, is entitled to appoint a proxy (or where applicable one or more proxies) to attend, speak and vote on his behalf;
- that the proxy need not be a member; and
- the time by which the appointment of the proxy must be received at the company’s registered office or some other place within the State, as is specified for that purpose.
Save to the extent that the company’s constitution otherwise provides, the accidental omission to give notice of the meeting or the non-receipt of notice by any person entitled to receive notice, does not invalidate the proceedings at the meeting. Any other omission is likely to invalidate the meeting and the proceedings at it.
No business may be transacted at a general meeting of the company unless a quorum is present at the time when the meeting proceeds to business. Unless the constitution provides otherwise, two members present in person or by proxy at a general meeting constitute a quorum.
In the case of a single member company, that sole member present in person or by proxy constitutes the quorum.
The following provisions apply unless the company’s constitution otherwise provides. If within 15 minutes of the time appointed for the general meeting, a quorum is not present, then where the meeting has been convened upon the requisition of the members, the meeting shall be dissolved.
In other cases, the meeting stands adjourned to the same time, the next week at the same time or place or to such other day and such other time and place as the directors may determine. If at the adjourned meeting, a quorum is not present within half an hour, the members present shall be a quorum.
References and Sources
Companies Act 2014 S.175 – S.184 (Irish Statute Book)
Companies Act 2014: An Annotation (2015) Conroy
Law of Companies 4th Ed. (2016) Ch.14 Courtney
Keane on Company Law 5th Ed. (2016) Ch. 25 Hutchinson
Other Irish Sources
Tables of Origins & Destinations Companies Act 2014 (2016) Bloomsbury
Introduction to Irish Company Law 4th Ed. (2015) Callanan
Bloomsbury’s Guide to the Companies Act 2015 Courtney & Ors
Company Law in Ireland 2nd Ed. (2015) Thuillier
Pre-2014 Legislation Editions
Modern Irish Company Law 2nd Ed. (2001) Ellis
Cases & Materials Company Law 2nd Ed. (1998) Forde
Company Law 4th Ed. (2008) Forde & Kennedy
Corporations & Partnerships in Ireland (2010) Lynch-Fannon & Cuddihy
Companies Acts 1963-2012 (2012) MacCann & Courtney
Constitutional Rights of Companies (2007) O’Neill
Court Applications Under the Companies Act (2013) Samad
Company Law – Nutshell 3rd Ed. (2013) McConville
Questions & Answers on Company Law (2008) McGrath, N & Murphy
Make That Grade Irish Company Law 5th Ed. (2015) Murphy
Company Law BELR Series (2015) O’Mahony
Companies Act 2006 (UK) (Legilsation.gov.uk)
Statute books Blackstone’s statutes on company law (OUP)
Gower Principles of Modern Company Law 10th Ed. (2016) P. and S. Worthington
Company Law in Context 2nd Ed. (2012) D Kershaw
Company Law (9th Ed.) OUP (2016) J Lowry and A Dignam
Cases and Materials in Company law 11th Ed (2016) Sealy and Worthington
UK Practitioners Services
Tolley’s Company Law Handbook
Palmer’s Company Law