Although an important requirement for all companies incorporated in Ireland, the annual general meeting (the “AGM”) is one that is often seen as a formality and overlooked by many private limited companies. The Companies Act 2014 (the “Act”) seeks to address this and lift the additional administration burden in certain circumstances.
Current Irish company law imposes a general requirement that every company is to hold an AGM once in each calendar year, with no more than fifteen months between each meeting. This requirement is relaxed in the case of a newly incorporated company which can wait up to eighteen months before holding its first AGM. In the case of a single member private limited company, the sole member may, at any time, decide to dispense with the holding of an AGM. The Act extends the ability of the members to waive the requirement that a company must hold an AGM.
Dispensing with AGMs
The Act will change this to permit both single and multi-member private limited company to dispense with the requirement to hold an AGM. The Act provides that a private company need not hold an AGM in any year where all voting members, sign a written resolution before the latest date for the holding of that meeting:
- acknowledging receipt of the financial statements;
- resolving all such matters as would have been resolved at the AGM; and
- confirming no changes in the auditor's appointment.
Serving Notice on Members
Helpfully the Act also contains provisions which will allow private companies to send notices to members by electronic means, provided that the member has consented. Current Irish company law provides that notices of members’ meetings may be given to any member either personally or by post by sending it to the address on the register of members.
By providing companies with an option to dispense with AGMs and to serve notice on members electronically, the new provisions introduced by the Act will help to reduce the cost and administrative burden currently placed on companies. One of the overarching intentions of the Bill is to make it easier and cheaper to operate a company in Ireland. Practical changes such as this are an example of that aim being put into practice and generally are to be welcomed. The Companies Act 2014 is expected to come into force on 1 June 2015.