Extraordinary General Meeting (EGM) in Australia

Need to make an urgent decision that can’t wait until your next annual general meeting? That’s exactly what an extra ordinary meeting - more commonly called an Extraordinary General Meeting (EGM) - is for.

If you run a proprietary limited (Pty Ltd) company in Australia, you’ll likely call an EGM at some point to approve a key decision, amend your rules, or resolve a shareholder issue.

In this guide, we’ll explain what an extra ordinary meeting is, when you should hold one, and the step-by-step process to call, run and record it properly under Australian law. We’ll also cover common pitfalls, voting rules for special resolutions, and the essential documents that keep your company compliant and decisions enforceable.

What Is An Extra Ordinary Meeting (EGM)?

An extra ordinary meeting - usually written as “Extraordinary General Meeting” or “EGM” - is a meeting of your company’s members (shareholders) that’s held outside the normal AGM schedule.

Small companies use EGMs to get shareholder approval for matters that can’t wait, such as changing the company name, issuing new shares, removing or appointing directors, or changing the company rules.

If you’re looking for a deeper dive into the concept, this overview of Extraordinary General Meetings explains how EGMs fit into the broader corporate governance framework in Australia.

When Should A Small Company Call An EGM?

You should convene an EGM when a decision requires member approval and it’s impractical (or risky) to wait for the next AGM. Common reasons include:

• Amending the company’s rules (for example, replacing or updating your Company Constitution).
• Approving a major share issue, buy-back or change in capital structure.
• Transferring or selling a significant parcel of shares among existing holders (often coupled with pre-emptive rights or approval processes - see this guide to transferring shares in a private company).
• Appointing or removing a director.
• Changing the company name.
• Approving a transaction that triggers thresholds in your constitution or shareholders’ agreement.

In proprietary companies, members can also “requisition” an EGM. Under the Corporations Act, holders of at least 5% of voting shares can require the directors to call a meeting. Your constitution or Shareholders Agreement may also permit EGMs to be requisitioned by a certain number of shareholders even if they hold less than 5%, so always check your documents.

EGM Or Written Resolution - Which Is Faster?

If your company is a proprietary company with a small shareholder base, a circulating written resolution can often be quicker than holding a live meeting. The Corporations Act allows proprietary companies to pass member resolutions in writing if all members entitled to vote sign the resolution (unless your constitution says otherwise).

Written resolutions won’t suit every decision or every group of shareholders. If even one voting member refuses to sign, you’ll need to call an EGM. And for some changes - such as altering your constitution - a special resolution at a properly convened meeting may be the cleaner path, especially where you can’t secure unanimous signatures.

How Do You Call And Run An EGM Properly?

Here’s a straightforward process you can follow. The exact steps may vary depending on your constitution and shareholders’ agreement, so treat this as your high-level checklist.

1) Confirm You Need Member Approval

Start by checking whether the decision is within board powers or requires member approval. Your constitution and Shareholders Agreement will set out reserved matters for members, thresholds for “special resolutions,” and consent or notice requirements.

2) Check Your Constitution For Meeting Rules

Your constitution dictates the practicalities: who can call a meeting, meeting location or virtual options, minimum notice periods, quorum requirements, voting procedures (show of hands vs poll), and proxy rules. If you don’t have one, replaceable rules under the Corporations Act apply by default - but most growing companies prefer the certainty of a tailored Company Constitution.

3) Board Resolution To Call The EGM

Directors should pass a board resolution to convene the meeting, settle the agenda and any explanatory memorandum, and approve the form of notice. A simple board minute or a Directors Resolution Template helps keep your governance clean.

4) Draft The Notice Of Meeting (And Explanatory Notes)

The notice must clearly state the date, time and place (or virtual platform details), the general nature of the business, and the exact wording of any resolutions (especially special resolutions). If the meeting is hybrid or virtual, ensure members have a reasonable opportunity to participate - audio/video details, how to ask questions, and how to vote must be clear.

If timing is tight, confirm what counts as a “clear day” when calculating your notice period and whether weekends and public holidays are included. This explainer on what is a business day is a helpful reference.

5) Observe The Notice Period

For most proprietary companies, at least 21 days’ notice is required for member meetings. Your constitution might allow shorter notice for some resolutions if a certain majority agrees, but special resolutions (like amending the constitution or changing the company name) generally require 21 days’ notice unless all members entitled to vote agree to shorter notice.

6) Handle Proxies And Voting Logistics

Allow members to appoint proxies if they can’t attend. Your notice should include how to lodge proxy forms (deadline, email address, or online portal), and how votes will be counted (show of hands vs poll). The chair should be prepared to manage procedural issues and call a poll if required by the constitution or members.

7) Run The Meeting

On the day, confirm a quorum is present before opening the meeting. Work through the agenda, table any explanatory material, and record who’s present (in person, online or by proxy). For virtual or hybrid meetings, ensure all participants can hear, be heard and vote in real time to avoid validity challenges.

Many companies adopt simple meeting protocols in their constitution to streamline these mechanics. Where documents are executed to give effect to resolutions (for example, a constitution change or share issue documentation), plan for proper execution under section 127 or via an authorised signatory under section 126 of the Corporations Act.

8) Pass Ordinary Or Special Resolutions

Most decisions pass by ordinary resolution (more than 50% of votes cast). Certain matters require a special resolution (at least 75% of votes cast), including adopting, repealing or amending your constitution and changing your company name.

Special resolutions must be clearly identified as such in the notice and set out in full so members know exactly what they’re voting on.

9) Record Minutes And Lodge Any ASIC Filings

Keep minutes of the meeting and the resolutions passed, signed by the chair within a reasonable time (best practice is within one month). If you passed a special resolution, lodge it with ASIC within 14 days. Some outcomes (like changing the company name) also trigger separate ASIC lodgements - plan these filings in your timeline.

Virtual Or Hybrid EGMs: Are They Allowed?

Yes - but the details matter. Australian law now recognises virtual and hybrid member meetings provided members have a reasonable opportunity to participate and your constitution permits the format. Many modern constitutions expressly allow hybrid or virtual meetings and set out the technology and quorum rules for clarity.

If your constitution is silent or outdated, consider updating it before your next meeting cycle so you’re not forced into a purely in-person meeting that doesn’t suit your shareholders. A current Company Constitution can avoid many headaches here.

Notice Periods, Quorum, Proxies And Voting - Key Rules To Get Right

Small governance missteps can invalidate an EGM, so get the fundamentals right:

• Notice period: Allow at least 21 clear days for most member meetings. If using shorter notice, confirm your constitution permits it and that the required level of member consent is obtained in writing.
• Clear business: The notice must describe the general nature of each item of business. Don’t spring surprises - members must know what they’re deciding.
• Quorum: Your constitution will set the quorum (often two members). No quorum means no valid meeting.
• Proxies: Spell out how to appoint and lodge proxies. If the chair may vote undirected proxies, say so.
• Voting method: Confirm whether a show of hands or poll applies. Members holding a specified percentage can usually demand a poll.
• Special resolution: Call it out clearly and quote it in full. Aim for at least 75% of votes cast in favour.
• Minutes: Record attendance, proxies, questions, voting outcomes and the exact wording of resolutions.

Common EGM Resolutions In Small Companies

To make this more concrete, here are typical agenda items you might put to members at an EGM:

• Adopting or amending the Company Constitution.
• Authorising an issue of shares to a new investor (and waiving pre-emptive rights if required by your Shareholders Agreement).
• Approving a transfer of shares between existing holders (often processed alongside the steps in this guide to transfer shares in a private company).
• Changing the company name (special resolution and ASIC lodgement follow).
• Appointing or removing a director.
• Ratifying a major transaction or related-party arrangement (where required).

What Legal Documents Will You Need For An EGM?

You don’t need a mountain of paperwork, but a few well-drafted documents make your meeting smoother and legally robust:

• Company Constitution: Your core rulebook for calling meetings, notice periods, quorum, proxies, voting and special resolutions. If you don’t have a tailored constitution, consider implementing a modern Company Constitution before your next meeting cycle.
• Shareholders Agreement: Sets out pre-emptive rights, reserved matters, voting thresholds and dispute mechanisms between owners. A current Shareholders Agreement helps align everyone before big decisions.
• Directors’ Resolution: A simple board minute or Directors Resolution Template to formally call the meeting and approve the notice and agenda.
• Notice Of Meeting And Proxy Form: Clear wording of business and any special resolutions, plus practical details about attendance, proxies and voting.
• Minutes Of Meeting: Record attendees, proxies, questions asked, voting method and the exact results and wording of each resolution.
• Execution Mechanics: When resolutions lead to documents (for example, adopting a constitution, issuing shares or changing officers), ensure they’re signed correctly under section 127 or by an authorised representative.
• Share Issue/Transfer Documents: Where relevant, prepare share certificates, transfer forms and the board/member resolutions that support the transaction - the process in this guide to transferring shares in a private company is a useful reference.

Frequent Pitfalls (And How To Avoid Them)

We regularly see EGM issues that could have been avoided with a quick check against the rules:

• Defective notice: If the notice doesn’t set out the business properly, resolutions can be challenged. Describe each item clearly and include full wording for any special resolution.
• Wrong notice period: Don’t cut corners on timing. Confirm whether you need 21 clear days and whether your constitution allows shorter notice (and what consents are required).
• Virtual meeting gaps: If you’re going hybrid/virtual, confirm your constitution allows it and that all members can participate and vote in real time.
• Missing quorum: Don’t open the meeting until quorum is present. If people drop off a virtual meeting mid-way, confirm you still have quorum before putting a resolution.
• Not documenting outcomes: Minutes, signed resolutions and any ASIC filings create your legal record. Treat them as essential, not optional.
• Poor follow-through: If your resolution triggers document execution, use a consistent signing process - section 127 or an authorised signatory process keeps execution clean.

Step-By-Step Timeline Example (Putting It All Together)

Here’s a sample timeline for a small company needing to amend its constitution and issue shares to an investor:

1. Board meets (or uses a Directors Resolution Template) to approve calling an EGM, settle the special resolution wording and explanatory notes.
2. Notice of meeting is sent to all members, including the full special resolution and proxy form, giving at least 21 clear days’ notice.
3. Members attend physically or virtually. Quorum is confirmed, questions are taken, and the special resolution is put to a vote (at least 75% required to pass).
4. Minutes are drafted and signed by the chair. Any ASIC lodgements for special resolutions are filed within 14 days.
5. Follow-on documents (for example, adopting the new constitution and issuing shares) are executed correctly under section 127.
6. Share registers are updated and new share certificates issued. If any transfers are involved, follow the process outlined in the guide to transferring shares in a private company.

If timing is critical or shareholders are aligned, consider whether a circulating written resolution is available for any ordinary matters, while reserving the EGM for the special resolution you must pass formally.

Key Takeaways

• An extra ordinary meeting (EGM) is a member meeting held outside your AGM to approve important decisions that can’t wait.
• Check your constitution and Shareholders Agreement to confirm who can call an EGM, notice periods, quorum, voting methods and whether virtual meetings are allowed.
• Special resolutions (like amending your Company Constitution or changing the company name) usually require 21 days’ notice and at least 75% approval.
• Circulating written resolutions can be quicker for proprietary companies, but you’ll need unanimous signatures - otherwise, call an EGM.
• Get the mechanics right: clear notice, proper proxies, quorum, accurate minutes, and timely ASIC lodgements for any special resolutions.
• Use fit-for-purpose documents - board resolutions, notices, minutes and execution under section 127 - to keep decisions enforceable and compliant.

If you’d like a consultation on planning or running an extra ordinary meeting for your company, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.