How To Call, Run and Record an EGM in Australia

Need to make an important decision in your company that can’t wait for the next AGM? That’s where an Extraordinary General Meeting (EGM) comes in.

For many small businesses and startups in Australia, EGMs are the practical way to approve critical changes - from adopting a new constitution to approving a share buy-back or removing a director.

In this guide, we’ll explain what an EGM is, when you should hold one, and how to call, run and record it properly under Australian company law.

We’ll also cover the key documents to prepare, common pitfalls to avoid, and practical tips so your resolutions are valid and enforceable.

What Is An EGM And When Should You Hold One?

An Extraordinary General Meeting is any shareholders’ meeting held outside the company’s Annual General Meeting (AGM). It’s used when you need shareholder approval on decisions that can’t reasonably wait for the next AGM.

Common reasons to call an EGM include:

• Adopting, replacing or amending your Company Constitution (usually requires a special resolution)
• Approving a share buy-back or capital restructure
• Issuing new shares or varying class rights
• Appointing or removing a director, or filling a casual vacancy
• Approving related party transactions (where required)
• Decision-making in founder or shareholder disputes (for example, considering removal of a shareholder)

Your triggers for an EGM will come from two places:

• The Corporations Act 2001 (Cth) - which sets core rules for Australian companies; and
• Your internal governance documents - namely, your Company Constitution and any Shareholders Agreement.

These documents define who can call an EGM, the notice you must give, quorum requirements, voting rules and whether certain decisions need an ordinary resolution (more than 50%) or a special resolution (at least 75%).

Who Can Call An EGM And How Much Notice Do You Need?

In most proprietary companies, an EGM can be called by the board of directors or by shareholders who meet a threshold (often shareholders with at least 5% of voting power). Your constitution or Shareholders Agreement may set different thresholds - check them first.

Notice periods depend on what your constitution says and whether you’re passing ordinary or special resolutions. As a general rule, more complex or high-impact decisions need longer notice and clearer explanatory material.

Pay attention to how you calculate time. If your constitution or agreement refers to business days, be clear on what counts as a business day in Australia, as this affects when the notice period starts and ends. If in doubt, confirm the meaning of business day before you send your notice.

If your constitution relies on replaceable rules (or you’ve never adopted a tailored constitution), it’s worth considering whether an updated Company Constitution would give you clearer, more practical EGM rules that suit your business.

How To Call An EGM: Step-By-Step

1) Check Your Governance Documents

Start by reviewing your Company Constitution and Shareholders Agreement. Identify the specific clauses dealing with calling meetings, notice periods, quorum, voting rights, proxies and special resolution thresholds.

This ensures your plan for the EGM lines up with your company’s rules.

2) Draft The Notice Of Meeting

Your notice sets the agenda and frames the decisions members will vote on. It should be clear, complete and sent in the method required by your constitution (for example, email or post) within the correct notice period.

Include:

• Date, time and location (or virtual meeting link) of the EGM
• Agenda items and whether each item is for discussion or a vote
• The exact wording of each proposed resolution
• Whether a resolution is ordinary or special (and why)
• Information on proxies, polls and how to submit questions

For complex resolutions (such as a share class variation), include an explanatory memorandum so shareholders can make an informed decision.

3) Prepare The Resolutions And Supporting Papers

Draft the resolutions in clear, unambiguous language. If you’re adopting a new constitution, attach the full draft for members to review before the meeting.

Where directors need to approve documents or recommend resolutions ahead of the meeting, prepare a board pack and obtain the necessary approvals. A simple way to capture this is via a board resolution or a tailored Directors Resolution Template before issuing the notice.

4) Send The Notice Correctly

Serve the notice using the method allowed under your constitution and company records. If some shareholders prefer electronic notices, ensure your constitution permits this and that email addresses on record are current.

Keep clear records of when and how notices were sent. If your notice period is tight, proof of dispatch can be important in demonstrating compliance.

5) Arrange Meeting Logistics

Decide whether the EGM will be in-person, hybrid or fully virtual. Many constitutions now accommodate online or hybrid meetings, but confirm your rules and any technology requirements (for example, real-time voting and the ability to ask questions).

Prepare a script or run-sheet for the chair, proxy forms, attendance register, voting cards (if needed) and a method to conduct a poll if requested. Ensure you have someone responsible for taking accurate minutes.

6) Run The Meeting And Manage Voting

Open the meeting, confirm quorum, note apologies and any conflicts of interest, and then work through the agenda.

When moving a resolution, read it out clearly, invite questions and then call for a vote. Your constitution will explain whether voting is by show of hands or poll, and how proxies are counted.

For special resolutions (like changing the constitution), ensure at least 75% of votes cast are in favour. If there’s any doubt, switch to a poll for accuracy.

7) Record Minutes And Implement The Decision

Minutes should capture attendees, how the meeting was called, the text of resolutions, how each resolution was decided (show of hands or poll), and the outcome.

Where resolutions authorise documents to be executed, follow proper execution methods. If the company is signing, consider execution under section 127 to take advantage of statutory assumptions. If an authorised officer is signing on the company’s behalf, check your internal authority and the rules under section 126.

If a special resolution was passed (for example, to adopt a new constitution or approve a share structure change), you may need to lodge documents with ASIC within the required timeframe. Diarise lodgement deadlines immediately after the EGM.

Special Vs Ordinary Resolutions: What’s The Difference?

An ordinary resolution passes with a simple majority (more than 50% of votes cast). Many day-to-day shareholder decisions fall into this category.

A special resolution usually requires at least 75% of votes cast in favour and is reserved for more significant decisions, such as:

• Adopting, varying or repealing your constitution
• Changing company name
• Altering share capital (for example, converting shares or varying class rights)
• Approving a selective share buy-back or other capital management steps

Your constitution and the Corporations Act will signal when a decision must be special. If you’re unsure, treat a borderline decision as special - it’s safer to aim higher than to fall short of the required threshold.

Can You Hold A Virtual EGM?

Many Australian companies now hold fully virtual or hybrid EGMs, provided their constitution allows it and shareholders can participate effectively (vote, ask questions, hear others).

Practical tips for virtual EGMs:

• Test the platform (video, audio, chat and poll features) in advance
• Have a Plan B if technology fails (e.g. phone dial-in)
• Explain clearly in the notice how proxies work in a virtual setting
• Confirm how votes will be recorded and audited if a poll is requested

If you’ll sign minutes or resolutions electronically afterwards, make sure your processes align with any requirements in your constitution and be mindful of differences between wet ink and electronic signatures.

Common EGM Pitfalls (And How To Avoid Them)

Even well-prepared small businesses can trip over technicalities. Here are frequent issues we see and how to avoid them.

Insufficient Or Defective Notice

Notices missing key information, sent late, or served by the wrong method can risk the validity of your meeting. Use a checklist: time, place (or link), agenda, resolutions, voting method, and proxy details. Double-check the notice period and how you calculate days.

Quorum Not Established

If quorum isn’t met at the start, you can’t transact business. Confirm your quorum number from the constitution. If attendance is tight, consider proxies or a hybrid meeting to increase availability.

Unclear Resolution Wording

Resolutions should be precise. For example, if you’re removing a director or considering steps involving a difficult shareholder, the resolution should state the exact action to be taken and any conditions. Where disputes are likely, strong drafting is essential - especially in sensitive matters like removing a shareholder.

Wrong Resolution Type

If a decision requires a special resolution but you pass it as ordinary, the decision may be invalid. When in doubt, escalate the threshold or seek advice before issuing the notice.

Execution Gaps After The Meeting

Board approvals and signing authority often go hand-in-hand with shareholder approvals. Line up board resolutions using a tailored Directors Resolution Template, and execute documents in accordance with section 127 or your delegation arrangements to avoid delays.

Forgetting Follow-Up Lodgements Or Notifications

Some special resolutions require ASIC lodgements within a set timeframe. Diarise tasks as you close the meeting, assign responsibility, and get them filed promptly.

Real-World EGM Scenarios For Small Businesses

Adopting Or Replacing Your Constitution

Startups often begin with replaceable rules and later move to a tailored constitution for clarity on meetings, share classes and decision-making. You’ll typically need a special resolution to adopt or replace your constitution. Having a current, tailored Company Constitution reduces ambiguity and speeds up future meetings.

Approving A Share Buy-Back

Share buy-backs can be a clean way to handle founder exits or tidy up your cap table. The process is technical and often needs a special resolution, detailed notices and supporting documents. Prepare clear resolutions and the right paperwork, such as a Share Buyback Agreement, to implement the decision properly.

Resolving Shareholder Disputes

Where co-founders or investors disagree on direction or performance, an EGM may be the venue to table resolutions, appoint new directors, or restructure ownership. Good governance reduces friction here - if you have a comprehensive Shareholders Agreement, many contentious issues (like quorum, drag/tag rights, and dispute resolution) are already mapped out.

What Legal Documents Will You Need Around An EGM?

The right documents make your EGM smoother and your decisions more defensible. Most companies will need some or all of the following:

• Company Constitution: Your core rulebook for meetings, voting, share rights, and processes like virtual participation and proxies.
• Shareholders Agreement: A private contract between shareholders that complements the constitution and sets out decision-making, exits, and dispute processes.
• Notice Of Meeting And Explanatory Memorandum: Clearly sets the agenda, explains each resolution, and equips members to vote in an informed way.
• Proxy Form: Enables shareholders who can’t attend to appoint a proxy and direct votes.
• Board Resolutions: Internal approvals to call the EGM, recommend resolutions and authorise signatories - a tailored Directors Resolution Template can help.
• Minutes Of Meeting: A formal record of the EGM, including attendance, votes and outcomes.
• Implementation Documents: For example, a Share Buyback Agreement, amended constitution, share issue documentation, or deeds recording agreed changes.

Depending on the decision, you may also need to consider execution requirements and whether documents are being signed electronically or in counterpart. If so, factor in practicalities like electronic signatures and execution under section 127.

Practical Tips To Keep Your EGM On Track

• Align governance first: Make sure your constitution and any Shareholders Agreement work together so you have a clear roadmap for meetings and voting.
• Over-communicate: Send a well-structured notice and attach supporting information early so members can ask questions ahead of time.
• Use precise drafting: The wording of your resolution becomes your record of authority - be specific about what’s approved and who is authorised to implement it.
• Plan the mechanics: Rehearse the meeting, test technology and assign roles (chair, minute-taker, tech support).
• Close the loop: Record minutes, execute documents correctly, and complete any ASIC lodgements within time limits.

Key Takeaways

• EGMs let shareholders approve important company decisions between AGMs - from adopting a new constitution to capital changes and board appointments.
• Your rules live in the Corporations Act, your Company Constitution and your Shareholders Agreement, so check them first for who can call the meeting, notice, quorum and voting.
• Get the basics right: give proper notice, draft clear resolutions, manage voting correctly, and take accurate minutes to keep decisions valid.
• Use the right documents around your EGM - notice, proxy forms, board resolutions, minutes - and execute follow-up documents correctly under section 127 where appropriate.
• Some decisions (like adopting a new constitution or share buy-backs) need special resolutions and may trigger ASIC lodgements - diarise deadlines and act promptly.
• Good governance reduces disputes: a clear constitution and well-drafted Shareholders Agreement make EGMs smoother and outcomes more robust.

If you’d like a consultation about 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.