Chapter 6, Part 4 of the Companies Act 2014 deals with General Meetings and Resolutions. A company is required to hold an Annual General Meeting in each year under section 175, which no more than 15 months elapsing between AGMs. A company is still required to hold an AGM within 18 months of its incorporation.
Annual General Meeting and the LTD company
Meeting not held: A Private Company Limited by Shares registered under Part 2 of the Companies Act 2014 (LTD company), does not need to hold an AGM where all the members entitled to attend and vote at such general meeting, sign, before the latest date for the holding of that meeting, a written resolution.
The written resolution must
All other company types, whether Public Limited Companies, Designated Activity Companies, Unlimited Companies or Companies Limited by Guarantee, must hold an AGM where they have 2 or more members.
Meeting held outside the State
An Annual General Meeting can held outside the State where there is unanimous agreement, otherwise, there is a duty to make necessary arrangements to ensure that members can by technological means participate in such a meeting without leaving the State. The business that must be included at an AGM is set out in Section 186.
The business of the annual general meeting shall include:
Extraordinary General Meeting
All general meetings, other than an AGM, are deemed to be Extraordinary General Meetings. Notice must be given of each general meeting to every member, director and the secretary of the company as well as the personal representative of a deceased member. If an auditor is appointed they would receive notice too.
Each general meeting must have 7 days notice before being called. However an AGM or a meeting at which a special resolution is to be passed must have 21 days notice. Section 181(2) allows for short notice of meetings where all members entitled to attend and vote agree and where the auditors also agree (if appointed).
A quorum can consist of 2 people under section 182 unless its constitution states otherwise or where the company is a single member company. Section 183 of the Act deals with proxies and section 184 sets out the form of proxy. These sections replace a number of the areas in Table A of the Schedule to the previous Companies Acts 1963-2013.
Special and ordinary resolutions
A special resolution requires 75% majority of the votes cast by the members entitled to vote. Form G1 is used for the submission of a special resolution. An ordinary resolution is defined in this Act (section 191) and means a resolution passed by a simple majority of the votes cast by the members, entitled to vote, to be voted in person or by proxy at a general meeting of the company. Form G2 is used for the submission of an ordinary resolution.
A written resolution under the 2014 Act can be either a special or an ordinary resolution. Please see sections 193 and 194. A unanimous written resolution is one in writing, signed by all the members of a company that are for the time being entitled to attend and vote. Previously, under the old Companies Acts, this written resolution could only be used where the company’s articles provided for it. However, in the 2014 Act, this applies to all LTD companies (private company limited by shares under Part 2 of the new Act).
A majority written resolution
Single Member Companies
A single member company is simply a company that has a sole member. All powers exercisable by a company in general meeting are exercisable by the sole member without the need to hold a general meeting. This does not apply however to the power to remove an auditor. The resolution would then be submitted to the CRO within 15 days.
Submission of resolutions - General: A copy of a special resolution is required under section 198 Companies Act 2014 to be submitted to the CRO within 15 days of the passing. Form G1 is used for this purpose.
Resolutions that need to be submitted include:
Records must be maintained by the company. Under the 2014 Act, the legislation referencing the various company registers have been consolidated into the one area. Sections 213 to 218 of the Companies Act 2014 deal with the form of the registers and the need to maintain them. Notice is required to be sent to the CRO where a company does not maintain registers at its registered office and where it changes the place where the registers are kept. Form B3 is used for this purpose.
Link to Forms page.
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