Previously, the Irish Regulations which gave effect to the Twelfth Company Law Directive on single member private limited companies permitted the sole member of a single-member company to dispense with holding an AGM if that member so wished. The decision to dispense with holding the AGM was drawn up by the member in writing and notified to the company and could have effect for the year in which it was made and subsequent years.
As a result of changes brought about by the Companies Act 2014, it would appear that, if a single member company wishes to dispense with holding an AGM, it will need to make a written decision to do so on an annual basis. A one-off decision to dispense with all future AGMs will no longer be possible.
In any year where a single member company wishes to dispense with holding an AGM, it will be necessary for the single member to sign a resolution:
- Acknowledging receipt of the financial statements that would have been laid before the AGM
- Resolving all such matters as would have been resolved at the AGM
- Confirming there is no change in the person (if any) appointed as statutory auditor of the company
Single member companies with a pre-existing decision to dispense with all AGMs are advised to take note of these new provisions.