Annual General 
Meeting (AGM) for Irish Companies

What is an AGM (Annual General Meeting)?

The AGM is one of the most important calendar events for Irish Companies. It may be used to effectively communicate and engage key stakeholders in the business.

Every year it is mandatory for Irish companies to hold an AGM in each calendar year. The AGM is required to be held not more than 15 months after the date of the last AGM. A company's first AGM is required to be held within 18 months of incorporation. Chapter 6 Part 4 of the Companies Act 2014 deals with AGM’s for Irish registered companies.

The AGM is generally chaired by the chairperson who may or may not be the director of the Company.

Private companies limited by shares and companies which have only one member may elect not to hold an AGM where all of its members who would have been entitled to attend and vote at the general meeting sign written resolutions as follows:

• acknowledging receipt of the relevant financial statements;

• resolving all matters which would have been resolved at the meeting; and

• confirming that there is no change to the auditors of the company.

What is the importance of an AGM?

The AGM provides an opportunity for the shareholders to ask questions, meet the directors, and discuss the financial statements of the company.

The AGM agendas may include:

• Review of the company’s affairs and financial statements

• Declaring dividends and appointing auditors

• Vacancies and election of directors

• Company performance and future health check

• Approval of directors' remuneration

Where do you hold an AGM?

Irish companies are required to conduct Annual General Meetings (AGMs) within Ireland, unless there is unanimous agreement among all shareholders to hold it elsewhere.

Shareholders and directors have the option to use digital tools such as video conferencing, live streaming, or other virtual AGM platforms to join remotely. Make sure your company’s constitution permits remote participation.

Tips to plan a successful AGM?

Before scheduling a successful AGM, it is helpful to be familiar with the industry-specific AGM norms, the provision of the company's constitution, and requirements of the Companies Act 2014. Our experts will guide you through the right AGM process. It is advisable to start planning as early as possible for conducting a successful AGM.

It is advised that the members are required to be given 21 days of notice prior to the start of the AGM, referring to all the key details including venue, date, time, location, and specific agenda and board papers for the meeting by hand or post.

Take note:

• Ensure the AGM date is reasonable. There is no point in scheduling an AGM when members are likely not to be available. Have consideration for other schedules and accessibility.

• Book a venue, date, time, and ensure all suitable facilities are well arranged including refreshments, accommodation, etc.

• Send out the AGM Notice to every member of the company and all other persons entitled to receive notice. The company secretary would normally issue the Notice.

• Your AGM Notice should specify the general nature of the business to be transacted, any proposed action or resolution, and the inclusion of the name of the member attending the AGM as a proxy to vote and speak on behalf of the absent one.

• When considering the use of Wi-Fi or internet connections to call shareholders or other participants via their computer, ensure the connection and accessibility to the strong bandwidth is ensured for all the members attending the AGM.

• Anyone unable to attend an AGM should consider appointing a proxy, to make decisions and vote on their behalf.

• A proxy form needs to be sent along with the AGM notice to the shareholders.

• Ensure that the agenda of the meeting is adhered to and endeavour to keep to the objectives of the AGM.

• A copy of the financial statements, the director’s report, and the statutory Auditors report (where applicable) should be sent to every member of the Company and all other persons entitled to receive the financial statements.

• Welcome people or members at the door and have them sign in upon arrival. The minutes of the meeting are recorded by the company secretary at the AGM. Members of the company, such as other directors or company secretary, have the right to inspect the minutes of the meeting and request a copy for their records.

What happens if there is no AGM?

Failing to hold an Annual General Meeting (AGM) can have serious consequences for corporations and non-profits in Ireland and the European Union. According to the Companies Act 2014 in Ireland:

1. Legal Non-Compliance: The company will be in breach of its statutory obligations, which can lead to penalties.

2. Financial Implications: Fines may be imposed by the Companies Registration Office (CRO).

3. Director Liability: Directors could be held personally liable for failing to ensure the company meets its legal obligations.

4. Reputational Damage: Stakeholders may lose confidence in the organization's governance.

5. Operational Issues: Important decisions that require shareholder approval may be delayed.

To avoid these consequences, companies should ensure they hold their AGM within the prescribed timeframe. Contact our expert team for guidance if you're concerned about AGM compliance.

What is a proxy?

A proxy in the context of an AGM is a person authorized to act on behalf of another, typically to cast votes. 

In Ireland, the use of proxies is governed by the Companies Act 2014, Section 183. A shareholder can appoint a proxy by submitting a signed proxy form before the meeting. 

A proxy typically possesses identical rights to the shareholder, including the ability to speak, vote, and request a poll during the Annual General Meeting (AGM)

What is a quorum for an AGM?

A quorum is the minimum number of members required to be present for an AGM to be valid and conduct business. In Ireland:

• Default Rule: According to the Companies Act 2014, Section 182, the default quorum is two members present in person or by proxy.

• Company Constitution: May specify a different quorum requirement.

• Single-Member Companies: One member constitutes a quorum.