Your annual general meeting (AGM) is a chance to update owners, make key decisions, and keep your company compliant. But if you don’t run AGMs often, it can be hard to know what to include and how to structure the agenda.
Good news: a clear, legally sound AGM agenda template takes the stress out of planning and keeps your meeting on track. In this guide, we’ll step through what an AGM is, when you need one, and exactly what to put on your agenda - with a practical template you can copy and adapt to your business.
We’ll also cover notice requirements, voting and minutes, and common resolutions small companies pass at an AGM. By the end, you’ll have a checklist and an agenda you can use this year and beyond.
What Is An AGM And Do Small Companies Need One?
An AGM is a meeting of a company’s members (shareholders) that’s usually held once a year to consider financial statements, appoint or re-appoint directors and auditors (if required), and pass any resolutions that need member approval.
In Australia, public companies must hold an AGM within prescribed timeframes under the Corporations Act 2001 (Cth) - typically within five months after the end of the financial year and at least once each calendar year.
Proprietary (private) companies generally aren’t legally required to hold an AGM unless their governing documents say otherwise. However, many small businesses still hold an AGM as a best-practice way to ensure transparency, make key decisions formally, and keep shareholders engaged. Some companies also have requirements built into their Company Constitution or a Shareholders Agreement that effectively require an annual meeting or at least a yearly decision-making process.
If you don’t need a formal AGM but still want to get things done, you can often use written resolutions instead of a physical meeting, provided the law and your constitution allow it. Directors will usually pass a board resolution to call the members’ meeting - a simple process made easier with a Directors Resolution Template.
How To Prepare Your AGM Agenda (With Free Template)
Your AGM agenda template should help you run a concise, compliant meeting. It needs to follow your company’s rules (constitution) and the Corporations Act, and should reflect the real decisions you need members to make this year.
Here’s a practical agenda you can copy and adapt. Keep it simple and make sure any special items or resolutions are clearly flagged in the notice and meeting papers.
Copy-And-Use AGM Agenda Template
1. Welcome And Opening
- Chair declares the meeting open
- Introduction of the chair, directors and company secretary (if any)
2. Quorum And Apologies
- Confirm a quorum is present as per the constitution
- Note apologies and proxies received
3. Confirmation Of Previous Minutes
- Confirm and approve the minutes of the last AGM (or previous members’ meeting)
4. Financial Statements And Reports
- Table the financial statements, directors’ report and (if applicable) auditor’s report
- Questions from members
5. Appointment/Remuneration Of Auditor (If Applicable)
- Resolution to appoint or re-appoint the auditor (public companies or where required)
- Approve auditor remuneration
6. Election Or Re-Election Of Directors
- Explain any director rotations or nominations under the constitution
- Ordinary resolutions to elect/re-elect directors
7. Dividends Or Distribution (If Any)
- Note any dividends declared by directors or seek approval if required
8. Member Resolutions (Ordinary Or Special)
- Consider any proposed ordinary or special resolutions
- Conduct votes (show of hands or poll) as required
9. Any Other Business (AOB)
- General questions from members
- Note procedural matters or updates
10. Close Of Meeting
- Chair confirms next steps (lodgements, implementation)
- Meeting closed and time noted
Tips to tailor your agenda:
- Align the agenda with your constitution - for example, director rotation rules and quorum requirements will be set there.
- Flag special resolutions (e.g. changing the company name or modifying the constitution) clearly in the notice - these require at least 75% of votes cast to pass.
- Consider whether any items are better handled at an EGM (Extraordinary General Meeting) earlier in the year if timing is critical.
Ordinary Vs Special Resolutions
An ordinary resolution passes with a simple majority of votes cast. A special resolution generally requires at least 75% approval and must be stated as such in the notice. Common special resolutions include changes to the constitution or share capital.
Show Of Hands Vs Poll
Unless your constitution says otherwise, votes are usually taken on a show of hands first. However, members or the chair can demand a poll. A poll counts votes according to the number of shares held (or voting rights set out in the constitution), which is often more precise for significant decisions.
What To Include In Your AGM Notice And Papers?
Even the best agenda won’t help if your notice and papers don’t meet legal and constitutional requirements. The basics include:
- Meeting details: date, time, location (or videoconference link), and how to join.
- Agenda: list each item and identify any special business or special resolutions.
- Explanatory notes: a short explanation for complex or significant resolutions, especially special resolutions.
- Proxy form: include instructions and deadlines if members can appoint proxies.
- Financial statements and reports: circulate with the notice or provide access details.
Notice period matters. As a guide, many companies work to at least 21 clear days’ notice (public companies must meet minimum statutory timeframes; proprietary companies often follow their constitution). When counting days, it helps to understand what counts as a Business Day in Australia, particularly if your constitution or notice period refers to business days rather than calendar days.
If you are collecting proxy forms, ensure the instructions and signing requirements are clear. For documents that need formal execution, make sure you’re following the legal requirements for signing documents in Australia, or if documents are being executed by the company, consider the safe harbour method under section 127 of the Corporations Act.
Before you send your notice, confirm whether any special procedural rules apply under your constitution or under shareholder arrangements. For example, some businesses adopt a bespoke Company Constitution that sets a different quorum, requires specific board endorsements, or prescribes how nominations for directors must be handled. Where there are private arrangements among owners, a Shareholders Agreement can also set expectations around information flow and voting.
Running The Meeting: Chairing, Voting And Minutes
On the day, your job is to ensure the AGM runs smoothly and decisions are validly made. A well-structured agenda will keep you on time and reduce confusion.
Chair And Quorum
The chair runs the meeting and confirms a quorum is present. Your constitution will usually define quorum (for example, two members present in person or by proxy). If there is no quorum, you may need to adjourn according to your constitution.
Proxies And Apologies
Confirm proxies received before the meeting starts, check they’re valid, and record them with apologies. The company secretary or recordkeeper should maintain a register of proxies alongside the member register.
Presenting Financials And Reports
Table the financial statements, directors’ report, and auditor’s report (where relevant). Allow time for member questions. If your company is not required to appoint an auditor, note that fact and move on.
Passing Resolutions
When putting resolutions, clearly state the resolution, the type (ordinary or special), and how votes will be counted. If a poll is demanded, follow the process in your constitution. Be precise in the wording - it makes drafting minutes and implementing decisions much easier.
Minutes And Post-Meeting Actions
Minutes should fairly record the proceedings and resolutions, including the exact text of resolutions passed and vote outcomes. Minutes need to be signed by the chair or another authorised officer - again, follow your constitution and the company’s signing protocols. For formal execution, you may rely on standard rules such as those in section 127 where appropriate.
After the meeting, implement decisions promptly: update ASIC filings if required, issue any dividend notices, update the share register if there were changes, and circulate the approved minutes to members. If you issued new certificates during the year or updated ownership records, it’s a good time to review your approach to Share Certificates and ensure your records are complete.
Common Resolutions For Small Businesses
Every business is different, but small Australian companies often cover these items at an AGM:
- Approval of financial statements and reports.
- Election or re-election of directors in line with the constitution.
- Appointment or re-appointment of the auditor (if applicable) and auditor remuneration.
- Confirmation of dividends or distributions (if any).
- Member approvals for major changes - for example, adopting or amending the Company Constitution (special resolution), changes to share capital or classes (often a special resolution), or key related-party transactions if your constitution requires member approval.
- Authorisations for the board to implement specific strategic steps agreed by members.
If timing or complexity makes it impractical to wait for the AGM, use an EGM during the year to resolve urgent matters (for example, approving a capital raise or restructuring).
For the board’s part, directors should remain mindful of their duties when recommending resolutions to members. Good meeting preparation and complete papers help directors rely on the business judgment rule (the safe harbour for informed, good-faith decisions) under the Corporations Act - you can read more about this in our guide to the business judgment rule in section 180(2).
Practical Tips To Make Your AGM Low-Stress
Running an AGM doesn’t have to be complicated. These practical pointers will keep things moving:
- Start with the end in mind: list the decisions you need members to make this year, then build your agenda and papers around those decisions.
- Lock in logistics early: venue or video link, tech checks, and any accessibility needs.
- Use plain-English resolutions: clear wording helps avoid misunderstandings and makes the minutes crisp.
- Set deadlines for director nominations, proxy forms and questions so you’re not scrambling the day before.
- Bring your registers: have updated member and proxy registers on hand.
- Assign roles: who will chair, who will take minutes, who tracks proxies, and who manages any polls.
- Have your board approvals in order: a quick board vote to call the meeting is simple to document with a Directors Resolution Template.
- Double-check calculations and timing: when publishing deadlines, be clear if you’re counting calendar days or business days.
If your constitution is out of date (for example, it doesn’t contemplate virtual or hybrid meetings), consider updating it ahead of time. A modern, tailored Company Constitution will make meetings far simpler next year.
Absolutely. Keep a set of standard, up-to-date templates for notices, proxy forms, and minutes. Also maintain a checklist for resolutions that need ordinary vs special approval. And if you have multiple owners or external investors, align meeting expectations with your Shareholders Agreement so there are no surprises.
Implementing Resolutions After The AGM
Once members pass resolutions, execution matters. If documents need signing, follow your internal authority matrix or the rules for signing documents in Australia, or use company execution under section 127 where appropriate. Lodge any ASIC filings that are triggered by the resolution and update company records promptly.
AGM Agenda Template: Quick Customisation Checklist
Use this checklist as you tailor the agenda to your company:
- Constitution requirements: quorum, proxy rules, director rotation, chair, notice period, special resolution procedures.
- Shareholder arrangements: any voting or consent rights in your Shareholders Agreement.
- Regulatory requirements: public company obligations (AGM timing, auditor appointment), proprietary company flexibility.
- Technology and access: whether your constitution allows virtual or hybrid meetings, and any practical instructions for joining.
- Agenda fit-for-purpose: include only the items you actually need; push non-urgent items to “Any Other Business.”
- Clear resolutions: ordinary vs special, with explanatory notes where needed.
- Implementation plan: who’s responsible for each post-meeting action and by when.
Key Takeaways
- Public companies must hold an AGM; proprietary companies usually don’t have to, but many small businesses still run one each year for governance and transparency.
- A practical AGM agenda template keeps your meeting focused - include quorum, financials, director elections, resolutions, and a clear close.
- Your constitution and any Shareholders Agreement set important meeting rules like quorum, notice and voting; align the agenda and notice with those requirements.
- Label special resolutions clearly in the notice (and explanatory notes), and follow proper voting procedures (show of hands or poll) to ensure validity.
- Prepare accurate minutes, sign them correctly, and implement decisions promptly - including any necessary filings and record updates.
- Modernising your Company Constitution and standardising templates for notices, proxies and minutes will make future AGMs smoother.
If you’d like a consultation on preparing your AGM agenda, notices and resolutions for your company, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.
