AGM Obligations Under the Corporations Act

If you run an Australian company, your annual general meeting (AGM) can feel like one of those “admin” tasks that keeps getting pushed down the list - until it suddenly becomes urgent.

But AGM rules under the Corporations Act 2001 (Cth) matter because they’re part of how your company proves it is being run properly. For many businesses, an AGM is also a useful checkpoint: you can review performance, confirm directors, deal with member questions, and formally handle anything that needs member approval.

In this guide, we’ll walk you through when an AGM is required under the Corporations Act, what needs to happen at the meeting, how to give notice, how to record outcomes, and the practical “small business” version of how to stay compliant without overcomplicating it.

Important: This article provides general information only and is not legal advice. AGM requirements can vary depending on your company type, constitution, and circumstances.

What Is An AGM Under The Corporations Act (And Why Does It Matter)?

An annual general meeting (AGM) is a meeting of a company’s members (shareholders) that occurs annually (where required). The Corporations Act sets out AGM requirements for certain types of companies, particularly public companies.

In a well-run business, the AGM isn’t just a compliance exercise. It’s a formal mechanism for:

Accountability: directors and management answer member questions and present reports.
Major decisions: certain resolutions may need member approval (depending on your structure and governing documents).
Record-keeping: you create a clear paper trail showing decisions were made properly.
Risk management: good governance helps reduce disputes, especially when ownership is shared.

Even if your company is not legally required to hold an AGM, you might still choose to hold one (or a general meeting) because it keeps owners aligned - particularly if you have multiple shareholders or external investors.

If you’re building a company with shared ownership, a tailored Shareholders Agreement often helps clarify when meetings happen, how voting works, and what decisions require special approval.

Which Companies Must Hold An AGM Under The Corporations Act?

This is where the “AGM under the Corporations Act” question usually starts: Do we actually have to hold one?

Public Companies (Generally Yes)

In general, a public company must hold an AGM. The Corporations Act requires a public company to hold an AGM at least once in each calendar year and within set timeframes (including deadlines linked to registration and the end of the financial year).

That means if you’re running a public company (including some not-for-profits limited by guarantee that are public companies), an AGM is usually not optional.

Proprietary Companies (Usually No)

A proprietary company (most small businesses are “Pty Ltd” companies) generally does not have to hold an AGM under the Corporations Act.

That said, a proprietary company still needs to make decisions correctly and keep proper records. For many Pty Ltd companies, decisions are handled through:

directors’ resolutions
shareholders’ resolutions (when required)
written resolutions instead of meetings (where permitted)

To keep things consistent, it helps to ensure your governing documents are up to date - for example, your Company Constitution can set out how meetings and resolutions are managed and what rules apply to voting.

What If You’re Not Sure What Type Of Company You Have?

If you’re unsure whether your company is proprietary or public, it’s worth checking your ASIC registration details and your constitution. The “AGM required” question becomes much clearer once your company type is confirmed.

When Must You Hold An AGM (And What Are The Timing Rules)?

If your company must hold an AGM, your next key question is usually: when?

For public companies, the Corporations Act timing framework generally requires that you:

hold an AGM at least once each calendar year
hold your first AGM within 18 months of registration
hold each AGM within 5 months after the end of the financial year

From a practical business perspective, the easiest way to stay on top of timing is to set an annual governance calendar. For example:

Month 1 after EOFY: financials prepared and director review
Month 2–3 after EOFY: draft reports, confirm agenda items
Month 3–4 after EOFY: finalise resolutions and prepare the notice of meeting
Hold AGM within the required timeframe (commonly within 5 months after EOFY)

If you’ve missed an AGM deadline or are worried you might, it’s important to act early. Often, the best next step is to get legal advice on what your specific obligations are and how to rectify non-compliance efficiently.

What Must Happen At An AGM? (Agenda Items, Resolutions, And Minutes)

An AGM is still a general meeting, but it usually has a few “core” matters that need to be covered.

The exact content of your AGM will depend on:

your company type (public vs proprietary)
whether you’re required to prepare and lay financial reports
what’s in your constitution
any shareholder arrangements (for example, reserved matters)

Common AGM Business (In Plain English)

In many companies, an AGM will include some or all of the following:

Confirming the previous minutes (if relevant).
Presenting financial reports (where the company is required to prepare them and present them to members).
Member questions about the business and financial performance (within appropriate boundaries).
Director elections or re-elections (particularly common in public company governance).
Appointment of an auditor (where applicable).
Any special resolutions or member approvals required for major changes.

Resolutions: Ordinary Vs Special

Many AGM decisions are made by passing resolutions. A resolution is simply a formal decision of the members.

Broadly speaking, you’ll usually see:

Ordinary resolutions: typically passed by a simple majority.
Special resolutions: typically require a higher approval threshold (often 75%) and are used for more significant decisions.

What counts as “ordinary” or “special” in your situation can depend on the Corporations Act and your constitution.

Minutes Are Not Optional (And They’re Often What Saves You Later)

Even if your AGM is smooth and everyone agrees, your minutes are crucial. If a dispute ever arises (for example, a shareholder challenges whether something was approved properly), your minutes are often your first line of defence.

Minutes should clearly record:

date, time, and location (or online meeting format)
who attended and who chaired the meeting
whether a quorum was present
the text of resolutions and whether they passed
any key declarations (for example, conflicts, if relevant)

If your company uses written resolutions for decisions outside a meeting, a Directors Resolution Template can help keep formatting and record-keeping consistent.

How To Give Notice Of An AGM And Run The Meeting Properly

One of the most common practical issues we see is not the meeting itself - it’s the process around it. If you don’t give valid notice or don’t follow your constitution’s rules, resolutions can be challenged.

AGM Notice Requirements

Generally, a valid notice of meeting should cover:

date, time and place (or online meeting details)
the general nature of the business to be discussed
wording of resolutions (especially important for special resolutions)
proxy information (where members can appoint someone to vote on their behalf)

Notice timing requirements can differ depending on the type of company and the type of resolution. As a general guide under the Corporations Act, many general meetings require at least 21 days’ notice, but 28 days is commonly required in some cases (including for listed companies, and for meetings where a special resolution is proposed). Your constitution may also set notice rules that need to be followed.

Quorum And Voting

A quorum is the minimum number of members that must be present for the meeting to proceed validly.

Quorum and voting rules might be set by:

the Corporations Act
your constitution
any shareholder arrangements

It’s important to check these before the meeting. If you run an AGM without a quorum, you can end up with a meeting that looks “done” but doesn’t legally achieve anything.

Can You Hold An AGM Online?

Many companies now hold meetings online or as a hybrid (some in person, some online). Under the Corporations Act, companies can generally use meeting technology to allow members to participate (for example, to hear, speak, and vote). However, whether you can run a virtual-only AGM (with no physical venue) can depend on whether your constitution expressly allows it.

From a risk perspective, the key is making sure members can participate properly (for example, being able to hear, ask questions, and vote in a way that can be verified).

Proxies And Representatives

Shareholders often attend via proxy (someone appointed to attend and vote on their behalf). If you have members who are companies rather than individuals, they may also attend through a representative authorised by the company.

Getting the paperwork right here matters. If your proxy forms or authorities are unclear, you can end up disputing votes later.

What Records Do You Need To Keep After The AGM (And What Else Should You Update)?

Once your AGM is finished, your compliance obligations don’t end at “meeting closed”. You need to make sure the results are properly recorded and any follow-up actions are completed.

Core AGM Records To Keep

After the AGM, you should generally keep (and safely store):

the notice of meeting and any attachments
proxy forms received
attendance records
minutes of the meeting
copies of resolutions passed

Strong record-keeping is part of good governance. It also makes future compliance easier (especially if you’re audited, raising capital, or selling the business).

Update Your ASIC Records If Anything Changed

If the AGM results in changes - for example, changes to directors or company details - you may need to update ASIC records. It’s worth having a post-meeting checklist so nothing is missed.

Check Your Governance Documents Still Match How You Operate

Small businesses often evolve quickly. What worked at the start (two founders, informal chats, simple decisions) can become risky later (multiple shareholders, new investors, differing expectations).

If your actual decision-making process doesn’t match your documents, that mismatch can create uncertainty - and in disputes, uncertainty is rarely your friend.

Depending on your situation, it may be time to review your:

Company Constitution
Shareholders Agreement
board procedures and delegations

Don’t Forget Broader Annual Compliance Checks

An AGM is a governance event, but it’s also a practical annual trigger to do a broader compliance check - especially if you’ve grown or changed how you operate.

For example, if your business collects customer data (through a website, online orders, a mailing list, or a booking system), it can be a good time to review whether your Privacy Policy still reflects what you actually do.

Key Takeaways

AGM requirements under the Corporations Act typically apply to public companies, while most proprietary (Pty Ltd) companies generally aren’t required to hold an AGM.
If you must hold an AGM, the key compliance issues are usually timing (including the “once each calendar year” rule and the EOFY deadline), valid notice, and proper meeting procedure (including quorum and voting).
Your AGM agenda should cover the key required business for your company type, and any resolutions should be clearly drafted and correctly passed.
Minutes and records are essential - they help demonstrate decisions were made properly and can reduce disputes later.
Your Company Constitution and any Shareholders Agreement should align with how you actually run the company, especially as you grow or bring in new shareholders.
An AGM can be a useful prompt to do a broader annual “legal admin” check, including governance documents and key policies.

If you’d like help understanding your AGM obligations or setting up clean governance documents for your company, reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.

AGM Obligations Under the Corporations Act: A Guide For Companies In Australia