Annual General Meetings

Under Irish company law, each newly incorporated company is required to hold its first annual general meeting (AGM) within 18 months of its incorporation. Thereafter, it is required to hold an annual general meeting in each calendar year with no more than fifteen months elapsing between any two annual general meetings.


An AGM is a meeting of the shareholders of a company at which the directors of the company present the company’s annual financial statements to the shareholders and seek certain approvals from its shareholders for matters such as the appointment and re-appointment of directors, the remuneration of directors, the appointment and re-appointment of auditors, the remuneration of auditors, and other similar matters.


The requirement to include an auditor’s report and to have the accounts audited can be dispensed with if certain conditions are satisfied in relation to the company’s revenue, number of employees, etc.



Decision of a Sole Member

A company with a single shareholder can, by written resolution, dispense with the requirement to hold an annual general meeting for so long as the company has only one shareholder. Instead of going through the process of sending out notices of the AGM and actually convening an AGM, a single shareholder can simply pass a resolution approving of the resolutions which are ordinarily passed at an AGM.


Giving Notice of an Annual General Meeting

Each company is required to give its shareholders at least 21 days clear notice of its intention to convene an annual general meeting of the company. Clear notice, means that the day of actually sending the notice of the AGM to the shareholders and the actual day on which the AGM is to be held cannot be counted in calculating whether the required 21 days notice has been given.


The meeting can be held on less than 21 days notice (i.e. on short notice) where the auditors of the company and at least 90% of the shareholders of the company holding voting rights agree to the meeting being held at short notice. This acceptance is given by signing a consent to the holding of the meeting at short notice.


However, extended notice of 28 days must be given where a resolution is proposed at the AGM to either (i) remove a director of the company in circumstances where the removal is not permitted under the articles of association of the company, or (ii) remove an auditor before the expiration of his term of office. Where either of these resolutions is being proposed, the AGM cannot be held at short notice.


Convening of Meeting

Assuming that the notice of the meeting is validly served, the meeting can be convened if there is a quorum of shareholders present at the meeting. The quorum is the number of shareholders which must be in attendance at a meeting in order for it to be validly convened. This number will be set out in the company’s articles of association and, for private companies, is usually fixed at two members.


Proxies

Each shareholder who is entitled to attend and vote at general meetings of the company is entitled to appoint a third party to attend and speak on their behalf at the general meeting. This third party is known as a proxy and a shareholder is free to appoint anyone he chooses to act as a proxy on his or her behalf. The appointment of a proxy does not prevent the appointing shareholder from attending the annual general meeting.


In order to appoint a proxy, a shareholder will need to complete a form of proxy (which is usually attached to the notice of the general meeting and in the form set out in the articles of association of the company) and return it to the company. In most cases, unless the articles of association provide otherwise, the proxy will need to be returned to the company within 48 hours of the convening of the annual general meeting.


The proxy will state the name of the person who will act as a proxy on behalf of the appointer and may even state how the proxy is to vote.

 

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