Certain companies, such as a "single member company" and LTDs, may dispose with the holding of an AGM. Special rules apply where a company decides not to hold an AGM.
Single member company - the sole member of a company can decide not to hold an AGM. The member must write to the company to inform them of their decision not to hold an AGM. The company is required to send the financial statements and other documents that would normally be sent to the member before the AGM to the member (Section 196 Companies Act).
LTD Company: All the members of a LTD (where there is more than one member) must approve and sign a written resolution not to hold an AGM. The resolution must be approved before the latest date for holding the AGM, and each member must confirm in writing that they have received the company's financial statements and that they agree all other matters that would normally be decided at the AGM. This resolution is as valid as if it had been passed at the AGM (Section 175(3) Companies Act).
The company may serve the written notice on members as follows:
(a) Hand the notice to the member;
(b) Send the notice by post;
(c) Send the notice electronically, if the company’s rules allow.
If the company’s rules do not allow the company to send notice electronically, the members may change the rules. To do this, the company must put a propose to the members to vote on at an AGM or an EGM. For the proposal to pass, at least 75% of those voting at the meeting must approve the change. (Section 218 of the Companies Act 2014 refers).
If a quorum is not present within 15 minutes of the scheduled start time of the meeting, no business can be transacted and the meeting stands adjourned.
If a quorum is not present at the reconvened meeting within half an hour of the scheduled start time, the members present will be the quorum and the meeting can go ahead.
Yes. 14 days notice is normally required for the calling of an EGM of a public company, and 7 days for a private company.
In general, companies hold EGMs when matters of some urgency or importance require consideration by the members. Directors of a company may convene EGMs whenever they consider it appropriate. A member or members of a company holding at least 50% of the paid up share capital of the company may also convene an EGM.
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The Director of Corporate Enforcement addresses the
International Fraud Prevention Conference
at Croke Park, Dublin