When something important can’t wait until your next annual general meeting, an extraordinary general meeting (EGM) is how you get urgent decisions made by your owners or members.
If you operate in New South Wales, you’ll want to get the rules right the first time. The good news is, most small businesses in NSW are companies regulated by the national Corporations Act 2001 (Cth) rather than a NSW-specific statute. However, if you’re an incorporated association in NSW, the Associations Incorporation Act 2009 (NSW) and your association’s constitution will set the ground rules.
In this guide, we’ll step through how EGMs work for small businesses in NSW, who can call them, minimum notice, quorum, special resolutions, electronic meetings and the practical documents that keep everything compliant and efficient.
What Is An Extraordinary General Meeting (And When Would You Need One)?
An extraordinary general meeting (EGM) is any meeting of members that isn’t your annual general meeting. It’s called to consider urgent or important business that requires a member vote before the next AGM.
Typical EGM reasons for small businesses include:
- Approving a major transaction or change in business direction
- Issuing new shares or changing share rights
- Amending your constitution or shareholders’ arrangements
- Appointing or removing a director
- Winding up or selling the business
If you’re weighing up whether your matter can be handled by the board alone, or needs member approval, start by checking your Company Constitution plus any Shareholders Agreement. These two documents usually set out what decisions require a members’ resolution (and whether it must be ordinary or special).
Want a refresher on the concept? See our broader overview of Extraordinary General Meetings (EGMs) and how they fit into company governance.
Who Can Call An EGM In NSW?
Companies (Pty Ltd)
For companies registered with ASIC, the Corporations Act sets national rules:
- Directors can call a general meeting at any time.
- Members can require directors to call a meeting if they hold at least a prescribed percentage of voting power (commonly 5%).
- If directors don’t act, eligible members can call and organise the meeting themselves.
These rights apply to proprietary companies throughout Australia (including NSW). Your constitution may refine how requests are made (e.g. written requisition, proposed resolutions, justification), but it can’t take away members’ core statutory rights.
Incorporated Associations (NSW)
If you’re an NSW incorporated association (often used by clubs and not-for-profits), your association rules and the Associations Incorporation Act 2009 (NSW) apply. The committee can usually call a “special general meeting,” and a group of members (for example, 5% or a set number stated in your rules) can requisition one.
Because association rules vary widely, always start with your constitution to confirm who can call the meeting, how to request one, and minimum notice periods.
How To Call And Run An EGM: Notice, Agenda, Quorum, Proxies, Voting
Here’s a practical, step-by-step workflow we recommend for most small businesses. It blends the Corporations Act’s baseline rules with best practice governance so you can run a clean, defensible process.
Step 1: Check Your Constitution Or Rules
Your constitution (for companies) or rules (for associations) set your internal roadmap. Confirm:
- Who can call the EGM and how (directors vs member requisition)
- How much notice you must give and the allowable delivery methods
- Quorum requirements (how many members must be present)
- Proxy or representative rules (who can appoint, deadlines, forms)
- Voting thresholds for each type of resolution
- Whether technology-assisted meetings are allowed
If you find gaps or inconsistencies, consider reviewing your constitution. Clear rules reduce disputes and protect the validity of your decisions.
Step 2: Draft The Notice And Agenda
The notice is the anchor of a valid EGM. Keep it clear, complete and specific. Include:
- Date, start time and location (or virtual platform link and dial-in details)
- Business to be considered, with each proposed resolution set out in full
- Whether any resolution is a special resolution (and the exact wording)
- Proxy appointment details and deadlines (if permitted)
- Any accompanying materials members need to make an informed decision
For the agenda, list items in the order you will address them (e.g. opening, quorum confirmation, resolutions, general business). If you’re proposing to approve or execute documents after the meeting, be ready to apply your company’s Section 127 signing method or authority to sign under Section 126 once the resolution is passed.
Step 3: Give Proper Notice (Timing & Delivery)
For companies, the baseline is that members must receive notice at least 21 days before the meeting. If all members entitled to vote agree, a shorter notice can be used for most business except certain special resolutions. Public companies have stricter rules; most small businesses operate as proprietary companies.
Special resolutions (e.g. changing the constitution or share capital in certain ways) typically require at least 21 days’ notice and must be clearly labelled as such in the notice. Always check your constitution for any longer periods or additional content requirements.
Notice can generally be given electronically if your constitution allows and the member has nominated an electronic address. Whether you’re working to 14, 21 or more days, be careful with time calculations-definitions like What Is A Business Day? can affect your deadline and whether notice is valid.
Step 4: Hold The Meeting (Chair, Quorum, Conduct)
On the day:
- Confirm quorum at the scheduled start time. If quorum isn’t met, follow your constitution-most require adjournment and reconvening.
- Appoint the chair (per your constitution). The chair keeps the meeting moving and ensures fair discussion.
- Check and record proxies/representatives before voting starts.
- Present each resolution, invite questions, and then put it to a vote. Count votes accurately and record the result.
- Flag any conflicts of interest and manage them transparently (e.g. directors stepping out for relevant agenda items, if required).
For technology-assisted meetings, ensure everyone can participate effectively in real time. If you’re running a hybrid meeting, have a simple check-in process for virtual attendees and a clear way to submit votes and questions.
Step 5: Record Minutes And Implement Resolutions
Well-drafted minutes are your proof that the EGM was validly held and decisions were made properly. Minutes should record the date, time, attendees, how notice was given, quorum, resolutions (including whether they passed), and any key discussion points. For companies, minutes must be entered within a reasonable time and kept securely.
If the EGM authorises an action that requires a formal resolution between meetings (for example, approving a loan or appointing a new director), you may also use a Directors Resolution Template for subsequent board-level decisions. Where the EGM authorises execution of a contract or deed, implement it using your preferred Section 127 method or, where appropriate, internal authority to sign under Section 126.
Special Resolutions, Short Notice And Electronic Meetings
Some EGM items require a higher bar than a simple majority. These special cases are where many businesses slip up-so it’s worth double-checking before you send the notice.
Special Resolutions
Special resolutions typically require at least 75% approval and explicit wording in the notice. Common examples include adopting or changing your constitution, certain share capital changes and company name changes.
If you’re unsure whether your matter requires a special or ordinary resolution, look to your constitution, shareholders agreement and the Corporations Act. When in doubt, treat it as special-you’ll meet the higher threshold and avoid validity issues later.
Short Notice
Short notice can be a helpful tool when timing is tight, but it only works if you have unanimous consent from all members entitled to vote for matters where short notice is permitted. If unanimity isn’t realistic, stick to the standard notice period.
Electronic Or Hybrid Meetings
Many constitutions now allow technology-assisted meetings. If yours does, it’s fine to run the EGM fully online or in a hybrid format provided members can participate effectively-hear, be heard, and vote. Include clear joining instructions in the notice and have a backup plan if someone loses access mid-meeting (e.g. a dial-in number).
Where an EGM authorises signing important documents post-meeting, you can implement those decisions efficiently with modern execution methods, including electronic signatures where appropriate, consistent with your constitution and the Corporations Act’s execution rules under Section 127.
Common EGM Pitfalls (And How To Avoid Them)
Running an EGM isn’t complicated once you know the rules. These are the mistakes we see most often-and how to steer clear.
- Unclear purpose or vague resolutions. Draft specific resolutions, especially for special resolutions. Ambiguous wording creates uncertainty (and invites disputes).
- Insufficient notice. Count your days carefully and factor in how the notice is delivered. If you’re cutting it close, consider whether short notice is available and realistically achievable.
- Quorum mishaps. Without quorum, the meeting can’t transact business. Have a plan for late arrivals and confirm attendance quickly at the start.
- Proxy confusion. Clarify if proxies are allowed and how they must be appointed. Provide a simple form and deadline.
- Missing special resolution requirements. If your item needs a special resolution, label it clearly in the notice and meet the higher approval threshold.
- Poor minute-keeping. Minutes are your legal record. Assign a minute-taker in advance and get the minutes approved promptly.
- Forgetting downstream steps. Many EGM decisions trigger post-meeting actions-board resolutions, filings, or contract execution. Line up those steps and authorisations so you can act fast.
For large or sensitive decisions, it’s wise to sanity-check your process against the business judgment framework directors operate under-our overview of the business judgment rule is a helpful touchpoint for governance best practice.
What Documents Help EGMs Run Smoothly?
A well-run EGM is supported by clear internal rules and the right templates. Consider whether you have the following in place and up to date:
- Company Constitution: Sets meeting procedures, notice methods, quorum, proxies, chairing and other governance mechanics tailored to your business.
- Shareholders Agreement: Aligns owners on decision-making thresholds, reserved matters requiring member approval and processes around issuing shares, exits and disputes.
- Directors Resolution Template: Useful for implementing board-level steps that flow from EGM decisions (e.g. entering contracts, appointing officers).
- Section 127 Signing and Section 126 Authority To Sign: Understanding these execution methods helps you action EGM outcomes quickly and correctly.
- Signed In Counterpart: Handy when multiple parties need to sign post-meeting and can’t be in the same place at the same time.
If your constitution is silent or hard to work with, it may be time for a refresh. Clean, modern rules make EGMs faster, cheaper and less stressful.
FAQs: Quick Answers To NSW EGM Questions
Do NSW Companies Follow NSW-Specific EGM Rules?
No-companies registered with ASIC are governed by the federal Corporations Act. Your constitution and any shareholders agreement will add detail on top. NSW-specific meeting rules are more relevant to incorporated associations and other state-regulated bodies.
How Much Notice Do I Need To Give?
For companies, at least 21 days is the general rule for meetings of members. Shorter notice can apply in limited cases if the right members consent. Special resolutions typically still need at least 21 days and must be flagged clearly.
What’s A Quorum For An EGM?
Unless your constitution says otherwise, quorum for a company meeting is usually two members present (in person, by proxy or via technology). Always check your constitution, as many companies set their own quorum.
Can We Hold An EGM Online?
Yes, if your constitution allows. Ensure members can participate effectively, and set out clear joining and voting instructions in your notice.
What’s The Difference Between An Ordinary And A Special Resolution?
An ordinary resolution passes by a simple majority of votes cast. A special resolution usually requires at least 75% approval and must be clearly identified in the notice, often used for higher-impact decisions like constitution changes.
Key Takeaways
- In NSW, most small businesses are companies regulated by the national Corporations Act-your constitution and any shareholders agreement drive the EGM detail.
- Directors can call an EGM, and eligible members can require or call one themselves; for NSW associations, the committee and member requisition rules sit in your association’s constitution.
- Get the basics right: clear notice and agenda, correct timing, quorum, proxy rules and precise resolution wording-especially for special resolutions.
- Electronic or hybrid EGMs are fine if your constitution permits and members can participate effectively.
- Good minutes and prompt follow-through matter; have templates ready for board resolutions and know how you’ll execute documents under Section 126 or Section 127.
- Up-to-date governance documents-your constitution, shareholders agreement and meeting templates-make EGMs faster, cleaner and lower risk.
If you’d like a consultation on planning or running an extraordinary general meeting for your NSW small business, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.
