Need to make an urgent decision that can’t wait for your next Annual General Meeting (AGM)? That’s where an Extraordinary General Meeting (EGM) comes in.
An EGM lets your shareholders vote on important matters at short notice - from changing your company’s rules to approving a share issue or removing a director.
In this guide, we’ll explain when to call an EGM, who can call it, how notice and voting work under the Corporations Act 2001 (Cth), and a practical step-by-step process for running one properly in Australia.
An Extraordinary General Meeting is any meeting of members (shareholders) held outside the usual AGM to consider specific business that needs a decision sooner rather than later.
Unlike board meetings (which are for directors), EGMs involve members voting on resolutions. Some decisions must be made by members - especially when the Corporations Act, your company’s replaceable rules, or your governing documents require it.
Your company’s rules come from either the replaceable rules in the Corporations Act or a tailored Company Constitution. Most constitutions set out detailed requirements for calling, running and recording EGMs. Always check those rules first, as they sit alongside the Act and often add practical procedures for your business.
When Should You Call An EGM?
Call an EGM when a decision is time‑sensitive or legally requires member approval. Common triggers include:
- Adopting or amending your constitution (special resolution required).
- Issuing shares, varying class rights or approving option grants (often needs member approval, depending on your governing documents and investor rights).
- Appointing or removing a director (particularly where there’s a dispute or governance concern).
- Approving significant transactions, related party benefits or major asset disposals (especially in larger or public companies).
- Ratifying urgent matters where investor or lender conditions require a member vote before completion.
If you have co‑founders or investors, your Shareholders Agreement may set extra consent thresholds (for example, shareholder approval before issuing securities or changing capital). If owners must vote under that agreement, an EGM is usually the right forum to make the decision validly.
Who Can Call An EGM And What’s The Process?
There are several ways to convene an EGM. Your constitution may add extra options or formalities, so use it alongside the Corporations Act.
- Directors call the meeting: The board can convene an EGM by passing a resolution and authorising the notice to members. A short board paper and decision keeps the scope clear. If you don’t have a set format, a simple Directors Resolution Template can streamline this step.
- Members requisition a meeting: For proprietary companies, members with at least 5% of the votes that may be cast can request directors to call a meeting. If the directors don’t act, eligible members may call and hold it themselves by following the statutory rules.
- Court‑ordered meetings: A court can order a meeting in special circumstances (e.g. deadlocks or irregularities) to ensure decisions can be made.
In practice, the board will meet first to approve convening the EGM, settle the wording of resolutions and authorise the notice to members. This upfront step reduces disputes about what the EGM can or can’t decide.
Notice, Quorum, Voting And Virtual Meetings
Notice Period And Contents
- Minimum notice: For most proprietary companies, at least 21 days’ notice is required for a meeting of members, including for special resolutions.
- Shorter notice: You can only shorten that period if members who hold at least 95% of the votes that may be cast at the meeting agree beforehand. This threshold is set by the Corporations Act - it’s not something a constitution can reduce.
- What the notice must include: The date, time and place (or online access details), the business of the meeting and the exact text of any special resolution. Attach the explanatory materials, proxy form and any documents members need to make an informed decision.
When calculating timing, check how your constitution defines days and delivery, and whether it excludes the day of service. If timing is tight, confirm what counts as a business day in your notice window.
Ordinary Vs Special Resolutions
- Ordinary resolutions pass by a simple majority of votes cast by members entitled to vote. They’re used for routine approvals.
- Special resolutions require at least 75% of votes cast and must be flagged as “special” in the notice. They’re needed for big changes (e.g. altering the constitution or certain share capital decisions).
Quorum
Quorum is the minimum number of members (present in person, by proxy or via a corporate representative) needed to validly open the meeting. Your constitution will set the number. For proprietary companies, this is often two members unless there is a sole member.
Proxies And Representatives
- Members can appoint a proxy to attend and vote for them (subject to your constitution and the Act).
- Corporate shareholders may appoint a corporate representative.
- Check deadlines and format for lodging proxies (email vs hard copy), and whether the chair has a casting vote under your constitution.
Virtual And Hybrid Meetings
Technology can make EGMs faster and more accessible, but there’s a key rule to get right.
- Hybrid meetings: Generally permitted by law (physical meeting with technology allowing online participation), unless your constitution restricts it.
- Wholly virtual meetings: You should only hold a virtual‑only EGM if your constitution expressly allows it. If it doesn’t, stick to a physical or hybrid format or update your constitution first.
Whichever format you use, ensure your tech supports real‑time participation, questions and poll voting - and that you can verify attendees for quorum and voting.
Step‑By‑Step: How To Run An EGM In Australia
1) Confirm The Rules
Review the Corporations Act, any replaceable rules and your Company Constitution. Identify whether a special resolution is needed and whether you’ll rely on shorter notice (remember, that needs agreement from members holding at least 95% of votes).
2) Get Board Approval To Convene
Hold a directors’ meeting (or pass a circulating resolution) to call the EGM, set the agenda, approve the form of resolutions and authorise the notice. Record any conflicts of interest and keep clear minutes.
3) Draft The Notice Of Meeting
Prepare a concise notice setting out the business and the exact wording of each resolution. Include explanatory notes a reasonable member would need to understand the proposal and its impact.
4) Circulate Proxies And Papers
Send the notice, proxy form and explanatory materials using the delivery methods permitted by your constitution (email, post or an approved electronic platform). Track delivery to make sure your notice period is met.
5) Prepare The Chair And Logistics
Appoint a chair, confirm quorum requirements and decide whether votes will be by show of hands or poll. Set up attendee registration and proxy verification. If you’ll be signing follow‑up documents, plan for correct execution under section 127 or authorised signing under section 126 of the Corporations Act.
6) Open The Meeting And Confirm Quorum
At the scheduled time, the chair opens the meeting, confirms quorum and explains the procedure. If quorum isn’t present within the time allowed by your constitution, adjourn as required.
7) Present Business And Manage Questions
Introduce each item of business, invite questions and offer members a fair chance to speak. Keep discussion on topic - it’s the easiest way to avoid procedural challenges later.
8) Put Resolutions To A Vote
Read out each resolution as worded in the notice. Confirm the voting method (show of hands or poll) and flag any voting exclusions that apply under the law or your constitution. Record the result clearly.
9) Close And Record Minutes
When business is complete, the chair closes the meeting. Minutes should record attendance, proxies, the wording of resolutions, the outcome and any questions taken on notice. The chair typically signs the minutes as a true and correct record.
10) Implement The Decision
If filings are required (e.g. changes to share structure, director appointments/removals or a constitutional amendment), lodge with ASIC within the statutory timeframes. If members approved a transfer or allotment of shares, coordinate the paperwork promptly - this plain‑English guide on how to transfer shares is a helpful starting point.
Records, ASIC Filings And Follow‑Up Compliance
After the EGM, complete the paperwork trail so your decisions are legally effective and enforceable.
- Minutes: Keep minutes in your company records in the timeframe required by law and your constitution.
- Member resolutions: Store signed copies of ordinary or special resolutions in the minute book.
- ASIC filings: Lodge any required notifications on time to avoid late fees. For example, share structure changes or officeholder updates are usually lodged via ASIC’s “change to company details” process (our practical explainer on ASIC Form 484 covers common scenarios).
- Company execution: When implementing outcomes, ensure documents are validly signed under section 127 (company execution) or by an authorised officer under section 126.
- Registers: Update the member register, option register and any securities registers to reflect the EGM outcomes.
If a special resolution amended or replaced your constitution, store the signed copy and share the updated version with directors and shareholders so everyone is working from the same ruleset.
Common Scenarios And Practical Tips
Changing The Constitution
Altering your constitution requires a special resolution (75% of votes cast) and proper notice. Circulate the exact proposed wording with the notice so members can assess the changes. After passing, complete the ASIC lodgement and keep a signed copy with your records.
Issuing Or Transferring Shares
Check pre‑emptive rights and approval thresholds in your constitution and Shareholders Agreement before putting a resolution to members. If members approve, follow through promptly with allotment or transfer paperwork and register updates. Clean records now mean fewer disputes later - and if you’re unsure, revisit the guide to share transfers.
Removing A Director
This is often sensitive. Follow statutory and constitutional steps precisely (including any special notice requirements). Keep the meeting orderly, record reasons and results clearly, and manage handover tasks (system access, bank mandates, IP assignments) immediately after the meeting.
Virtual, Hybrid Or In‑Person?
If your constitution expressly permits it, you can hold a wholly virtual EGM. Otherwise, choose a hybrid or physical meeting. Whatever you choose, test your tech, verify attendees and ensure accurate poll counting to maintain procedural fairness.
Shorter Notice Done Right
If the timing is urgent, you can shorten the 21‑day notice period only if members holding at least 95% of the votes agree in writing before the meeting. Keep those written consents with your minute book. When planning dates, double‑check what constitutes a business day under your rules to avoid last‑minute hiccups.
Execution Of Post‑Meeting Documents
When the EGM authorises a transaction or agreement, ensure the company signs correctly. Documents executed under section 127 benefit from statutory assumptions of due execution, while section 126 allows a duly authorised officer to sign on the company’s behalf. Getting this right reduces the risk of counterparties questioning validity later.
Proprietary Vs Public Companies
Most small and medium businesses are proprietary companies. Their constitutions often provide flexible notice and meeting formats (including electronic participation). Public companies, and especially listed entities, face additional rules and often more prescriptive constitutions. If you’ve scaled, build in extra time for drafting materials, managing any voting exclusions and coordinating external advisors.
Keep Your Governance Documents Aligned
Two documents heavily influence your EGM: your Company Constitution and your Shareholders Agreement. If there’s tension between them, consider a tidy‑up after the EGM so future decisions are smoother. A quick review now can prevent recurring friction.
Key Takeaways
- An EGM is a members’ meeting held outside the AGM to decide urgent or legally significant matters that can’t wait.
- Check the Corporations Act and your constitution to confirm who can call an EGM, the correct notice period, quorum and whether a special resolution is required.
- Shorter notice requires prior agreement from members who hold at least 95% of the votes that may be cast - this threshold comes from the Corporations Act.
- Only hold a wholly virtual EGM if your constitution expressly allows it; otherwise, use a hybrid or in‑person format.
- Good preparation - board approval, clear notice, proxy management and tested logistics - is the easiest way to avoid procedural challenges.
- Record decisions properly, lodge ASIC filings on time and implement outcomes with correct company execution under section 126 or section 127.
- Core governance documents like a Company Constitution and a Shareholders Agreement make EGMs smoother and reduce the risk of disputes.
If you’d like a consultation on planning or running an EGM for your company, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no‑obligations chat.
