Meetings

Yes. Companies, with the exception of a single member company, are required to hold an AGM every calendar year and not more than 15 months should elapse between one AGM and the next. Any financial statements to be laid before an AGM should not be more than 9 months old.

Yes. A company is required to give 21 days written notice to members and others entitled to notice of the holding of an AGM and of the business to be discussed.

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 EGM’s when matters of some urgency or importance require consideration by the members. However, there are certain circumstances when an EGM must be held, that is, when the company’s net assets fall to 50% or less of the value of its paid up share capital.

There is no statutory requirement to hold directors meetings. However, ODCE would see it as a basic requirement that directors should meet regularly to discuss issues of relevance and make decisions. The company’s Articles of Association will usually contain certain basic rules governing directors’ meetings, but they generally leave a great deal of freedom to the directors to regulate their meetings as they think fit.

Yes. If a company fails to hold an AGM, any member of the company may apply to the Director of Corporate Enforcement to seek the calling of an AGM. The application should be submitted on a Complaint Form available on the ODCE website.

Yes. AGM’s should be held in the State, except where the Articles of Association allow otherwise and, additionally, all the members agree that the meeting be held outside the State.

Yes. All companies are obliged to keep minutes of all meetings including AGM’s, directors meetings and meetings of committees of directors.

Any member of the company can inspect the minutes of annual general meetings. They can also request a copy of the minutes on the payment of a nominal fee.