An annual general meeting (AGM) is a key governance milestone for many Australian companies. Even if you’re a small business, knowing when you need an AGM and how to issue a compliant notice of AGM will save stress, keep shareholders informed, and reduce the risk of challenges to your decisions.
In this guide, we’ll explain when AGMs are required, the legal notice periods, what your annual general meeting notice must include, and a practical step-by-step process to prepare and send it. We’ll also flag common pitfalls so you can avoid last‑minute headaches and keep your meeting running smoothly.
Let’s break it down in plain English so you can tick the legal boxes and focus on running your business.
Do Small Businesses In Australia Need To Hold An AGM?
It depends on your structure and your rules.
Public companies must hold an AGM. Proprietary limited (Pty Ltd) companies generally don’t have to hold one under the Corporations Act, unless your company’s own rules say otherwise.
Your rules are set out in your Company Constitution or, if you use replaceable rules, in the Corporations Act’s default provisions. If you also have a Shareholders Agreement, it may require an AGM or member approval for certain matters each year.
In practice, many small companies skip a formal AGM and use circulating resolutions or ad‑hoc member meetings instead. That’s fine if your governing documents allow it and you still meet your legal obligations to keep members informed, approve key decisions, and maintain proper records.
If you do plan to hold an AGM-either because you must, or because it suits your stakeholders-then you’ll need to issue a proper notice of AGM.
What Is An AGM Notice (And Why Does It Matter)?
An AGM notice is the formal notice to members (shareholders) that tells them when and how the AGM will be held, what business will be considered, how they can vote or appoint a proxy, and any special resolutions to be put to the meeting.
Getting the notice right matters because decisions made at an AGM can be challenged if the notice was defective-think invalid appointments of directors, rejected share issues, or resolutions that must be retaken. A good notice is also practical: it helps members prepare questions, lodge proxies, and attend with confidence, whether in person or online.
What Are The Legal Notice Periods For An AGM?
As a general rule in Australia:
- Public companies must give at least 21 days’ notice for member meetings (some listed entities are required to give at least 28 days).
- Proprietary companies typically follow the 21‑day standard too, although your constitution may permit a shorter period or a shorter period with unanimous member consent.
Your constitution can require longer notice, but not shorter than what the law permits unless all members agree and the law allows it for your company type.
Be careful with special resolutions (for example, changing your company name or altering the constitution). These usually require at least 21 days’ notice and the notice must clearly state that a special resolution will be considered and include the full text of the resolution. Special resolutions generally require at least 75% approval of votes cast.
When calculating deadlines, it helps to be clear on what is a business day and to build in time for delivery-especially if you’re posting hard copies or dealing with members interstate or overseas.
What Must A Notice Of AGM Include?
Your AGM notice should be clear, complete and tailored to your company. At a minimum, it generally covers:
1) Meeting Details
- Date and time of the meeting.
- Location and access details, including the street address for physical meetings, and video link and dial‑in details for hybrid or virtual meetings.
- Information about how to ask questions or vote online, if applicable.
2) Business Of The Meeting (Agenda)
Set out each item to be considered. For many companies, the standard AGM agenda includes:
- Receiving and considering the financial report, directors’ report and (if applicable) auditor’s report.
- Election or re‑election of directors.
- Appointment or re‑appointment of the auditor (if required).
- Any ordinary business specific to your company (dividends, ratifying prior acts, etc.).
- Any special business, including any special resolutions (with full wording).
3) Explanatory Notes
Include an explanatory memorandum or notes that give plain‑English background for each resolution-what it is, why it’s proposed, and what it means for members if it passes.
4) Voting And Proxy Instructions
- How to vote (in person, online or by proxy).
- How to appoint a proxy and any form required.
- Deadlines for lodging proxy forms and where to send them (email, portal or postal address).
- Any voting exclusions or special requirements (for example, related party considerations).
5) Member Proposals Or Questions
If members have proposed resolutions or submitted questions in time, include them or outline how they will be addressed at the meeting.
6) Attachments And Reports
Public companies are expected to provide financial reports to members ahead of the AGM. Check your company’s type and obligations, and make it easy for members to access the documents.
7) Administrative Details
- Record date (if you use one) for determining who can vote.
- Quorum requirements (or a note that the constitution’s quorum applies).
- Contact details for questions or assistance.
If you intend to hold a hybrid or virtual AGM, ensure your constitution permits it. If not, consider amending your constitution first (by special resolution) so the meeting format is clearly authorised.
How Do You Prepare And Send An AGM Notice? A Step‑By‑Step Guide
Step 1: Check Your Company Rules
Start by reviewing your Company Constitution and any Shareholders Agreement. Confirm:
- Whether an AGM is required and by when.
- Minimum notice periods (and any long‑stop dates).
- Permitted meeting formats (in‑person, hybrid, virtual).
- Quorum, proxy rules and any pre‑meeting steps.
- Any specific agenda requirements (for example, appointing a chair, director rotation rules).
This step sets your timeline and prevents last‑minute surprises.
Step 2: Set The Date And Logistics
Pick a date that gives you enough time to prepare the papers and meet notice requirements. Confirm venue and technology (webinar platform, voting tools, and moderator support). Consider time zones if members are dispersed.
Lock in the chair of the meeting and your minute‑taker. Test the tech early-hybrid meetings need clear instructions and reliable audio for fair participation.
Step 3: Draft The Agenda, Resolutions And Explanatory Notes
List the business to be dealt with. Draft your resolutions and any accompanying explanatory memorandum. Double‑check wording for special resolutions (include the exact text to be passed).
If directors are standing for election or re‑election, prepare short bios or relevant details to help members make informed decisions.
Step 4: Approve The Notice At Board Level
Have the board formally call the AGM and approve the notice contents. A short board resolution is usually appropriate-capture it in minutes or use a practical tool like a Directors Resolution Template.
If you are executing board minutes or member documents, be mindful of proper execution methods-particularly if you are signing documents electronically. For company execution, it’s worth reviewing the rules under section 127.
Step 5: Prepare The Notice Pack
Assemble your notice of AGM, proxy form, explanatory notes and any required reports. Keep formatting clean and accessible. If using an online meeting, include a simple “how to join and vote” guide.
Aim for plain English-members appreciate clarity, and it reduces questions on the day.
Step 6: Send The Notice And Track Delivery
Give at least the required minimum notice (for most companies, at least 21 days; listed entities may require more). Send via the method permitted by your constitution and the law (email, post, online member portal, or a combination).
Keep records of when and how notices were sent. If you’re working to a tight timeline, factor in delivery delays and consider email plus portal access to be safe. When calculating dates, remember the rules around what is a business day.
Step 7: Manage Proxies, Questions And Last‑Minute Updates
Monitor proxy submissions and member questions as they come in. Acknowledge receipt and confirm any corrections or clarifications via an addendum if needed. If you need to issue a supplementary notice, send it promptly and via the same channels.
Step 8: Run The Meeting And Minute Everything
On the day, confirm quorum, appoint the chair, and run through the agenda. Ensure voting procedures are clear for members in the room and online. After the meeting, finalise minutes while everything is fresh and distribute outcomes to members as appropriate.
Common AGM Notice Mistakes (And How To Avoid Them)
- Not giving enough notice: Build your timeline backwards from the meeting date and add a buffer. Use a calendar that highlights business days.
- Missing special resolution wording: Include the full text of any special resolution in the notice, clearly marked as a special resolution.
- Unclear online instructions: For hybrid or virtual meetings, provide step‑by‑step joining details and a help contact. Test links in the notice before sending.
- No proxy form or late proxy cut‑off: Always include a proxy form and state clear lodgement details and deadlines.
- Constitution mismatch: If your constitution says something different (for example, longer notice or no virtual meetings), your notice and format must align-or amend your constitution first.
- Bundling unrelated business: Keep the agenda organised. If new, urgent issues arise, consider whether they require their own resolution or a separate meeting (an EGM) rather than shoehorning them into the AGM.
AGM Vs EGM: Which Meeting Do You Need?
An AGM covers annual, recurring matters (financial reports, director elections, auditor appointment and general business). An extraordinary general meeting (EGM) is any meeting of members held between AGMs to consider specific issues that need member approval-like approving a major acquisition, issuing new shares, or amending the constitution outside your usual AGM window.
If your timeline or the importance of the decision doesn’t line up with your annual schedule, hold an EGM instead. For more on how EGMs work, formats and notice requirements, see our short guide to EGMs.
Virtual And Hybrid AGMs: What’s Allowed?
Australian company law now supports hybrid meetings and, in many cases, wholly virtual meetings-provided your constitution permits the format and members can reasonably participate.
Before you lock in a virtual AGM, check your constitution’s exact wording. If it’s silent or restrictive, consider adding a clause that expressly allows hybrid or virtual member meetings. That amendment itself typically requires a special resolution at a duly‑convened meeting with proper notice.
For online participation, focus on fairness. Members must be able to hear, ask questions, and vote in real time. Provide clear technical instructions and support contacts in your notice so no one is left behind.
Templates, Execution And Record‑Keeping
To streamline the process year after year, create a “notice pack” you can adapt. This might include your AGM notice template, proxy form, chair’s script, and checklist for sending and follow‑up.
When executing minutes and member documents, make sure you follow your constitution’s rules and the Corporations Act. If you’re executing documents on behalf of the company, the rules under section 127 are especially handy, and you can also brush up on broader legal requirements for signing documents if different parties are involved.
Keep copies of everything you send (and when you sent it), attendance records, proxies received, and the final signed minutes. Good records make next year easier and protect the company if any decisions are questioned later.
Frequently Included AGM Resolutions (With Tips)
- Receive financial statements and reports: Ensure reports are available to members well before the meeting and referenced clearly in the notice.
- Elect or re‑elect directors: State each candidate and the terms of appointment. If your constitution requires rotation, cite the relevant clause.
- Appoint or re‑appoint an auditor (if required): Include the auditor’s details and the proposed term.
- Adopt or amend the constitution (special resolution): Attach or link to the marked‑up changes and include the full special resolution wording.
- Other governance matters: For example, approving dividends or ratifying prior acts. Keep the explanation simple and specific.
If you plan substantial governance changes-like adopting a new constitution or updating founder arrangements-get advice ahead of time. Document changes thoroughly and align them with your Shareholders Agreement so your rules are consistent end‑to‑end.
Key Takeaways
- Public companies must hold an AGM, while most small proprietary companies don’t-unless your rules require it-so check your Company Constitution and any Shareholders Agreement first.
- Give the right notice period (usually at least 21 days), calculate dates carefully across business days, and include all required details so members can participate fairly.
- Your notice should clearly set the agenda, include any special resolutions with full wording, and explain how to vote or appoint a proxy.
- Approve the notice at board level, execute documents properly (consider company execution under section 127), and keep thorough records.
- Use an EGM when you need member approval between AGMs, and make sure your constitution permits hybrid or virtual formats before you rely on them.
- A repeatable process-with templates, a Directors Resolution Template, and a sending checklist-will help you run smooth AGMs year after year.
If you’d like a consultation on preparing an AGM notice tailored to your company, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no‑obligations chat.
