AGM vs EGM: When to Hold Each Meeting

If you run an Australian company, you’ve probably heard the terms AGM (Annual General Meeting) and EGM (Extraordinary General Meeting) thrown around as “company admin” tasks you’re meant to understand.

In reality, the AGM vs EGM question matters because meetings are one of the key ways your company makes valid decisions. If you hold the wrong type of meeting (or hold the right meeting but follow the wrong process), you can create avoidable risk - anything from shareholder disputes to decisions that are challenged later when you’re raising funds, selling the business, or dealing with ASIC requirements.

The good news is that once you understand the purpose of each meeting, it becomes much easier to decide what you need to do and when. Below, we’ll walk you through how AGMs and EGMs are commonly used in Australia, when each is used, and what small business owners should watch out for.

AGM vs EGM: What’s The Difference (And Why It Matters)?

At a high level:

AGM (Annual General Meeting) is a regular meeting of members (shareholders) that happens annually (if your company is required to hold one).
EGM (Extraordinary General Meeting) is a general meeting called outside the annual cycle to deal with a specific issue that can’t wait.

Both AGMs and EGMs are types of general meetings. A general meeting is where shareholders vote on certain decisions (usually by passing resolutions). That’s different from a directors’ meeting, where directors make decisions about day-to-day management.

If you’re ever unsure who should be deciding something, it’s worth clarifying the difference between a shareholder and a director, because they’re not always the same person in a growing business. A quick refresher on director vs shareholder roles can help you avoid mixing up governance responsibilities.

In the AGM vs EGM discussion, the practical difference is usually about:

Timing: an AGM is tied to an annual cycle; an EGM is called as needed.
Purpose: an AGM covers routine shareholder business; an EGM deals with a particular urgent or non-routine item.
Compliance risk: missing required general meeting obligations, or passing resolutions incorrectly, can cause issues later - especially during investment, due diligence, or disputes.

Do Small Businesses Actually Need These Meetings?

This is the question we hear most.

Many Australian small businesses operate through proprietary companies (often “Pty Ltd” companies) with a small number of shareholders, sometimes the same people as directors. In those cases, you may not feel like you’re holding formal meetings - but you’re still making decisions that may need to be properly documented as shareholder resolutions or directors’ resolutions.

Whether you must hold an AGM (and what formalities apply) depends on factors like:

whether your company is a public company or proprietary company
your company’s constitution and any shareholder agreements
what decision you’re trying to make (some decisions legally belong to shareholders)

If your company has a Company Constitution, that document often sets the rules for general meetings (notice, quorum, voting, proxies, chairing the meeting, and more). If you rely on the “replaceable rules” under the Corporations Act instead, the default rules apply.

When Do You Hold An AGM In Australia?

An AGM is designed to be the company’s regular “check-in” meeting with shareholders. However, not all companies are required to hold AGMs.

Public Companies (Usually) Must Hold AGMs

In Australia, public companies are generally required to hold an AGM (with timing requirements under the Corporations Act). The AGM is commonly used to deal with matters like:

receiving and considering financial reports (where applicable)
questions from shareholders
appointing or reappointing auditors (where relevant)
electing directors (depending on the company’s governance structure)
other recurring governance items that the company schedules annually

Even if your business isn’t listed, if it’s a public company structure, the expectation of more formal governance is higher. If you’re not sure whether you’re a proprietary or public company (or you’re considering switching as you grow), it can help to revisit your setup fundamentals and corporate obligations early.

Proprietary Companies Often Don’t Need An AGM (But Still Need Valid Shareholder Decisions)

Most small businesses operate through a proprietary company. Generally speaking, proprietary companies are not required to hold an AGM unless their constitution says they must, or special circumstances apply.

But here’s the key point: even if you don’t hold an AGM, you may still need to pass shareholder resolutions from time to time - for example, to approve major structural changes.

For many small proprietary companies, this is handled via a circulating resolution (a written resolution signed by shareholders), rather than a formal in-person meeting. (Written shareholder resolutions are not a universal substitute for meetings - the availability and requirements depend on your company type and your governing documents.)

The AGM vs EGM question often comes up because business owners assume “we don’t do AGMs, so we never need general meetings.” In practice, you may still need a general meeting (or at least a properly drafted resolution) when certain decisions arise.

What If You Have Multiple Shareholders Or Investors?

Once you have more than one shareholder - especially if investors are involved - the process becomes more important.

It’s common to document decision-making rules in a Shareholders Agreement, including:

which matters require shareholder approval
voting thresholds (ordinary vs special resolutions)
deadlock procedures
rights to call meetings and how notice must be given

This is where good governance stops being “red tape” and becomes practical risk management. Clear rules make it much easier to resolve disagreements and keep momentum when big decisions need to be made quickly.

When Should You Call An EGM (Extraordinary General Meeting)?

An EGM is a general meeting called outside the regular annual schedule, usually because something important needs shareholder approval now. (In the Corporations Act, the concept is generally dealt with as a “general meeting” - “EGM” is a common label used in practice for a meeting called outside the AGM cycle.)

In other words, if an AGM is the “regular maintenance” meeting, an EGM is the “we need a decision” meeting.

EGMs are often used when:

a decision can’t wait until the next AGM (or there is no AGM requirement)
the matter is significant and requires shareholder approval
the company needs to respond to an unexpected event (opportunity or risk)

For a deeper breakdown of how EGMs work in practice, you may also find EGM requirements helpful, especially if you’re dealing with a time-sensitive resolution.

Common Examples Of EGM Triggers For Small Businesses

Here are situations where an EGM (or at least a properly documented general meeting resolution) commonly comes up for small businesses:

Changing the company’s constitution (often requires a special resolution)
Approving a major share issue or new investment round that affects ownership and control
Removing or appointing a director (shareholder involvement may be required depending on structure and rules)
Approving a major transaction such as a sale of key business assets, a restructure, or related-party arrangements (depending on your documents and circumstances)
Changing share rights or creating new share classes (again, often a special resolution and careful documentation)

If you’re thinking “that sounds like what we do at a board meeting,” you’re not alone - but some decisions are not valid unless shareholders approve them (or unless your constitution allocates that power differently).

Does An EGM Have To Be In Person?

Not necessarily.

Depending on your constitution, you may be able to hold meetings using technology (like video conferencing), or (in some cases) avoid holding a meeting entirely by using written resolutions. For many small businesses, written resolutions can be a practical alternative - but only if they’re available to your company type and comply with the Corporations Act and your company documents.

If you have investors or multiple shareholders, it’s especially important to follow the correct procedure so the decision can’t be challenged later.

What Needs To Happen At An AGM Or EGM? (Notice, Quorum, Voting, Resolutions)

Whether it’s an AGM or an EGM, the meeting process generally matters more than the meeting label.

Think of it this way: if you’re asking shareholders to approve something, the decision is only as strong as the process you used to get there.

1) Give Proper Notice

Shareholders usually need a minimum amount of notice before a general meeting, and that notice typically must include:

the date, time and place (or technology details) of the meeting
the agenda / business of the meeting
the text of proposed resolutions (especially for special resolutions)
information about proxies (where applicable)

Your constitution may set out additional notice requirements or stricter rules than the default position.

2) Check Quorum Requirements

A quorum is the minimum number of members needed to be present for a meeting to proceed.

In a small company with only one or two shareholders, quorum issues might sound irrelevant - but they can become very real if there’s a dispute, if one shareholder doesn’t show, or if the constitution sets specific quorum requirements.

3) Decide Whether You Need An Ordinary Or Special Resolution

Not all resolutions are equal.

Some decisions can be made by an ordinary resolution (typically a simple majority). Others require a special resolution (typically at least 75% approval, subject to the Corporations Act and your documents).

Understanding this distinction is crucial in the AGM vs EGM context, because many EGM topics are special resolution topics (like changing the constitution).

If you want a practical explanation of what tends to fall into each category, the difference between ordinary vs special resolutions is a useful starting point.

4) Document The Outcome Properly

After the meeting (or after a written resolution is passed), your company should keep clear records. This usually includes:

minutes of the meeting
a copy of the notice of meeting
the resolutions (and results of votes)
any supporting documents referred to

This is not just “paperwork for paperwork’s sake.” Good records help you:

show that decisions were properly made
avoid misunderstandings about what was agreed
get through due diligence more smoothly if you sell the business or raise capital

5) Execute Documents Correctly (When A Resolution Leads To Signing)

Often, an AGM or EGM is held because a document needs to be approved and signed - for example, a share issue document, a deed, or a key contract.

When it comes time to sign, make sure the execution method matches your company’s requirements. If you plan to execute under the Corporations Act, it’s worth understanding section 127 signing so your counterparties (banks, investors, landlords, buyers) can rely on it.

Common AGM vs EGM Mistakes Small Businesses Should Avoid

For small business owners, the biggest problems aren’t usually caused by bad intentions - they come from trying to move fast without realising governance steps are required.

Here are some common pitfalls we see when businesses are deciding between AGM vs EGM (or skipping general meetings entirely).

Mixing Up Director Decisions And Shareholder Decisions

In founder-led businesses, directors and shareholders are often the same people. But legally, the roles are different, and the decision-maker depends on what the company is trying to do.

If a decision should have been made by shareholders but was made by directors instead (or vice versa), that decision can be challenged later - especially when a relationship breaks down or when an external party reviews your records.

Assuming “Informal Agreement” Is Enough

It’s very common for co-founders to agree verbally to something like:

bringing in an investor
changing ownership percentages
issuing new shares
changing who is a director

But if the underlying resolutions and documents aren’t done properly, the company’s records may not match what everyone “thought” happened.

This can cause serious friction later (including disputes about who owns what), so it’s worth slowing down and documenting the decision correctly at the time.

Getting Notice And Voting Thresholds Wrong

A meeting can look fine on the surface and still be defective if:

the notice period was too short
the resolution text wasn’t properly disclosed
the wrong voting threshold was applied (ordinary vs special resolution)
quorum requirements were not met

These issues matter most when the decision is controversial - which is usually when you can least afford for it to be invalid.

Not Checking The Constitution Or Shareholder Agreement First

Your constitution and shareholders agreement can add layers of rules on top of the Corporations Act.

For example, your documents might require:

longer notice periods
different quorum requirements
specific chairperson rules
special veto rights for certain shareholders

Before you call an AGM or EGM (or circulate a resolution), it’s worth checking those documents so you don’t accidentally breach them.

Leaving Governance “Clean-Up” Until Due Diligence

If you’re raising funds, bringing in a business partner, applying for finance, or selling the business, you’ll often be asked for corporate records. Scrambling to fix missing minutes and unsigned resolutions at the last minute can:

slow down the deal
reduce buyer/investor confidence
increase the risk of disputes about past decisions

Good governance is much easier (and cheaper) when it’s done steadily as you go.

Key Takeaways

AGM vs EGM comes down to purpose and timing: an AGM is the regular annual meeting (if required), while an EGM is a general meeting called to make a specific shareholder decision outside the annual cycle.
Many proprietary companies aren’t required to hold AGMs, but they still need to properly document shareholder decisions when required under the Corporations Act or their governing documents.
EGMs are commonly used for significant decisions like changing the constitution, major restructures, or issuing shares - but in some cases written resolutions can be an alternative if available to your company type and done correctly.
Meeting validity usually depends on process: notice, quorum, and whether the resolution is ordinary or special can all affect whether a decision can be relied on later.
Your constitution and shareholders agreement may impose extra rules beyond the Corporations Act, so check them before calling a general meeting.
Keeping clean records of meetings and resolutions is practical risk management - especially if you plan to raise funds, sell the business, or avoid shareholder disputes.

This article is general information only and does not constitute legal advice.

If you’d like help getting your AGM or EGM process right (or documenting shareholder decisions properly), you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.

AGM vs EGM: When To Hold Each Meeting For Australian Businesses