The Companies Act 2014 has made it possible for certain types of companies limited by shares to dispense with the requirement to hold an annual general meeting ("AGM"). This article explains how this can be done and considers AGMs generally.
Under the Companies Act 2014, private companies limited by shares – that is, companies which are not designated activity companies, companies limited by guarantee, public limited companies or unlimited companies - may dispense with the requirement to hold a meeting of its members every year even where they have more than one member.
General requirement to hold meetings
Every company must hold a general meeting as its AGM each year and not more than 15 months may elapse between the date of one annual general meeting and the next. Every company must hold its first AGM within 18 months of incorporation.
The Act governs the length of notice which a company must give to members to convene AGMs (21 clear days), the location of the meetings, which must be within the State unless the company arranges for members to be able to attend by technological means without leaving the State, and the business to be conducted at them including the consideration of financial statements, the review by the members of the company’s affairs, declaration of dividends, the approval of remuneration of auditors and the election of directors and auditors.
In addition, the Act contains a number of technical provisions which govern the conduct of meetings.
Dispensing with AGMs
All companies which have only one member may dispense with the requirement to hold AGMs. In addition, a private company limited by shares, even if it has more than one member, need not hold an AGM where all of its members who would have been entitled to attend and vote at the general meeting sign a written resolution:
- 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.
Any such resolution must be signed by all of the members before the last date available on which the AGM in question was to have been held.
This provision is applicable regardless of any provision in the articles of association of the company in question requiring it to hold formal AGMs.
If you manage or promote a private limited company, perhaps with a small number of members who participate in the management of the company, then it may be appropriate for you to relieve your company of the administrative formality of convening and holding an AGM in favour of the more efficient written resolution procedure.
Companies with a more diverse membership may still find it more appropriate to hold AGMs in the usual way.