If you’re running a company in Australia, your Annual General Meeting (AGM) is a key moment in your governance calendar.
It’s where members hear about performance, ask questions of the board and (for many companies) vote on important decisions. There are specific legal rules around whether you must hold an AGM, when it needs to happen, how you give notice, and how you record outcomes.
In this guide, we’ll break down AGM requirements in plain English so you know what’s legally required, what’s best practice, and how your company’s rules shape the details.
By the end, you’ll have a practical checklist for AGM compliance in Australia - and confidence to run a smooth, lawful meeting.
Do All Australian Companies Need To Hold An AGM?
Not always. Whether you must hold an AGM depends on your company type and what your internal rules say.
Proprietary Companies (Pty Ltd)
Most proprietary companies aren’t legally required to hold an AGM each year.
However, your Company Constitution can require it, and some companies choose to hold an AGM as good governance - especially with multiple shareholders.
Smaller, closely held companies frequently use written member resolutions or ordinary director meetings instead of a formal AGM. If you’re the only director and shareholder, understanding how a sole director resolution works can streamline decision-making throughout the year.
Quorum nuance: if your company has a single member, your constitution or the Corporations Act’s “replaceable rules” can allow a meeting to proceed with just that one member (in person or via approved technology). Check your constitution for the exact quorum settings.
Public Companies (Including Companies Limited By Guarantee)
Public companies must hold an AGM.
- First AGM: within 18 months of registration; and
- Ongoing: at least once in each calendar year and within five months after the end of each financial year.
Companies limited by guarantee (common in the not-for-profit sector) are a type of public company, so the same AGM timing applies unless a specific legal exception is available.
Listed Companies
Listed companies must meet the public company rules and comply with applicable ASX Listing Rules (for example, longer notice periods and extra disclosures).
They also have additional agenda items, such as the non‑binding vote on the remuneration report (with the “two strikes” regime if votes against remain high), and stricter requirements around proxies and disclosure.
When Must An AGM Be Held And What Goes On The Agenda?
Once you know whether you’re required (or choosing) to hold an AGM, plan the timing and build a compliant agenda.
Timing
- Public companies: first AGM within 18 months of registration; then at least once each calendar year and within five months after financial year-end.
- Companies limited by guarantee: follow the same timing as public companies.
- Proprietary companies: only if required by your constitution or stakeholders (otherwise, use written resolutions where appropriate).
Typical AGM Agenda Items
Your agenda will vary based on company type, size and constitution, but common items include:
- Presenting the company’s financial report, directors’ report and (if required) auditor’s report.
- Questions from members to the board, and the auditor being reasonably available to answer questions (for public companies).
- Electing or re-electing directors if terms are expiring, as set by your constitution and any listing requirements.
- Appointing or re-appointing the auditor (where applicable).
- Considering the remuneration report (for listed companies) and noting the “two strikes” framework.
Dividends: in most companies, the decision to declare dividends is a board decision under the Corporations Act and your constitution - member approval at the AGM is generally not required unless your rules say otherwise. If directors are contemplating distributions, it’s important they understand their legal obligations around dividends before making recommendations.
Special business: anything requiring a special resolution (for example, changing the constitution or certain share capital changes) must be clearly flagged in the notice of meeting with the exact wording of the resolution.
If you have significant business that can’t wait for the annual cycle, consider calling an EGM (Extraordinary General Meeting) instead.
Notice, Quorum, Proxies And Voting: Your Compliance Essentials
Running a legally compliant AGM largely comes down to getting the mechanics right. Here are the key pieces to lock in early.
Notice Of Meeting
You must give notice to everyone entitled to attend - members and, if applicable, the auditor.
- Minimum notice periods: public companies need at least 21 days’ notice for an AGM. Listed companies often give at least 28 days under ASX Listing Rules.
- Content: include date, time, place (or online participation details), the business to be considered, explanatory notes (if applicable), and the text of any special resolutions.
- Delivery and counting time: follow your constitution closely on how notice is given and how days are counted (calendar days vs “clear days”, and any business day concepts). If your constitution defines timing by “business days”, ensure you’re clear on what counts as a business day for your company’s purposes.
Quorum
Your constitution typically sets the AGM quorum. If it’s silent, the replaceable rules generally require two members to be present (in person, by proxy or via approved virtual technology) for the meeting to proceed. Where the company has only one member, a quorum of one may be sufficient under the rules - again, check your constitution to be sure.
No quorum means the meeting can’t transact business, so confirm attendance early and have a plan to adjourn if needed.
Proxies And Corporate Representatives
Members can usually appoint a proxy to attend and vote on their behalf. Public companies must allow this; proprietary companies will follow their constitution.
Corporate shareholders can authorise a corporate representative to attend and vote. Make sure proxy forms and instructions are clear, consistent with your constitution and the Corporations Act, and received by the cut-off time stated in your notice.
Voting And Resolutions
- Ordinary resolutions pass by simple majority (more than 50%).
- Special resolutions typically require at least 75% approval and must be described as “special” in the notice, with the exact proposed wording included.
- Poll vs show of hands: the chair can direct a poll. Members or proxies can often demand a poll in certain circumstances. Polls count votes by shareholdings (or member entitlements), not just hands in the room.
If you pass special resolutions that change your constitution or company type, you’ll usually need to lodge documents with ASIC within the required timeframe (for example, constitution changes are generally lodged within 14 days).
Virtual And Hybrid AGMs: What’s Allowed In Australia?
Australian law now allows more flexibility in how meetings are held - with some guardrails to ensure members can participate meaningfully.
Hybrid Meetings
Hybrid AGMs (a physical venue plus online participation) are generally permitted under the Corporations Act. They’re a practical way to maximise participation while keeping an in‑person option.
Virtual‑Only Meetings
Virtual‑only AGMs are permitted if your constitution expressly allows them.
Members must have a reasonable opportunity to participate - that means they can ask questions, make comments and vote in real time via reliable technology. If your constitution doesn’t yet allow for virtual meetings, consider proposing an update ahead of your next AGM cycle.
Technology And Access
Whether hybrid or virtual‑only, choose a platform that’s stable, allows easy member authentication and supports real‑time Q&A and voting.
Include clear joining and voting instructions in the notice of meeting, and test the process ahead of time. Have a fallback plan (e.g. adjournment protocols) if you run into technology issues on the day.
After The AGM: Minutes, Filings And Practical Governance Tips
Compliance doesn’t end when the chair closes the meeting. Accurate records and tidy follow‑up are essential.
Minutes
Prepare minutes that record attendance, what was discussed, and the result of each resolution. Minutes of members’ meetings must be entered into the company’s minute books within one month of the meeting. They should be signed by the chair of the meeting (or the chair of the next meeting) after they’re entered.
If documents or post‑meeting resolutions need to be executed, directors should be mindful of the rules for signing under section 127 and the related authority provisions under section 126 of the Corporations Act.
ASIC Lodgements
Some AGM outcomes require filings. Common examples include adopting or modifying your constitution (special resolution) and certain share capital changes. Diary the ASIC deadlines so they’re not missed - for example, constitution changes are generally lodged within 14 days.
Directors often also pass a yearly solvency resolution in connection with financial reporting; it’s worth having a process for your annual solvency resolution so this step doesn’t fall through the cracks.
Practical Governance Tips
- Work backwards from reporting timelines: align your AGM date with audit completion and the statutory window (within five months of year‑end for public companies).
- Coordinate with your auditor early: ensure they’ll be available at the AGM (public companies) and aligned on milestones.
- Check your constitution: quorum, proxies, chair powers and virtual‑meeting rules live here. Update it if it no longer suits how you operate.
- Prepare the chair: a clear running sheet, scripted resolutions and a plan for questions or demands for a poll keep things smooth.
- Use written resolutions when appropriate: in smaller proprietary companies, routine matters between meetings can often be handled by circulating resolutions - especially if you’re a sole director/shareholder.
How Your Constitution And Other Documents Shape Your AGM
Your constitution is your meeting rulebook. It sits alongside the Corporations Act and, for listed companies, the Listing Rules.
If your settings make AGMs clunky (for example, strict in‑person quorum rules that don’t reflect hybrid working), you can propose amendments by special resolution. Many companies modernise their Company Constitution to permit hybrid or virtual meetings, electronic notices and up‑to‑date proxy rules.
Where you have multiple founders or investors, a Shareholders Agreement often complements the constitution by clarifying voting expectations on key issues, information rights and dispute processes.
Finally, keep broader director duties front of mind. The AGM is just one touchpoint in the annual cycle where directors exercise judgement in the company’s best interests - your decision‑making framework between meetings matters just as much.
Putting It All Together: A Quick Compliance Checklist
- Confirm whether your company must hold an AGM this year (and if so, by when).
- Lock in a date that fits the statutory window (for public companies: at least once each calendar year and within five months after year‑end).
- Prepare compliant notice (timing, content, special resolution wording) and send it to all entitled recipients.
- Ensure quorum and technology arrangements (for hybrid/virtual) and line up your auditor’s availability if required.
- Run the meeting with clear chair scripts, manage proxies/polls, and record accurate outcomes.
- Enter minutes within one month and arrange any ASIC lodgements (e.g. constitution changes) within the required timeframe.
- Plan your annual solvency resolution and any follow‑on board resolutions.
Key Takeaways
- Public companies (including companies limited by guarantee) must hold an AGM - first within 18 months of registration, then at least once each calendar year and within five months after year‑end.
- Proprietary companies generally don’t need an AGM unless the Company Constitution requires one; written resolutions are commonly used for routine business.
- Build your agenda around core items: financial and directors’ reports, member Q&A (and auditor Q&A for public companies), director elections and any special resolutions. Dividend decisions are usually a board matter unless your constitution says otherwise.
- Get the mechanics right: proper notice, clear proxy arrangements, quorum confirmed, and a plan for polls; ensure hybrid or virtual technology allows real‑time participation.
- Record minutes within one month, sign them appropriately, and complete ASIC lodgements on time (for example, special resolutions changing the constitution).
- Consider updating your rules to support modern meetings, and use a Shareholders Agreement to complement your constitution where you have multiple owners.
- For virtual/remote execution and follow‑up documents, apply the rules for signing under section 127 and keep your annual solvency resolution on your governance calendar.
If you’d like expert help planning or documenting your AGM - or updating your constitution for hybrid or virtual meetings - you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no‑obligations chat.
