How To Prepare And Serve An AGM Notice In Australia

Running a company means keeping up with more than day-to-day operations. There are also “housekeeping” obligations that keep your business compliant and your decision-making clean - and one of the most common is holding an Annual General Meeting (AGM).

If your company needs to hold an AGM, the AGM notice (also called a notice of AGM) is one of the most important documents you’ll prepare and send. It sets the ground rules for the meeting, gives members enough time to participate, and helps make sure your resolutions are valid.

In this guide, we’ll walk you through what an AGM notice is, what it should include, how to serve it correctly, and some practical tips to avoid the issues we often see small businesses run into.

General information only: This article is a practical guide for Australian businesses and doesn’t replace legal advice. Your notice requirements can change depending on your company type, constitution, shareholders’ agreement and the resolutions you’re proposing.

What Is an AGM Notice (And When Do You Need One)?

An AGM notice is the formal written notice you send to members (shareholders) and other required recipients to tell them:

• an AGM is happening
• when and where it will be held (or how it will be held if it’s virtual/hybrid)
• what business will be dealt with
• what members need to do to participate (including voting and proxies)

It’s a key part of making sure decisions made at the AGM are properly authorised and not open to challenge later.

Do All Companies Have To Hold an AGM?

Not always. Whether you need to hold an AGM depends on your company type and your governing rules.

• Public companies generally must hold an AGM under the Corporations Act, and the timing is regulated (for most public companies, the AGM must be held at least once in each calendar year and within 5 months after the end of the company’s financial year).
• Proprietary (Pty Ltd) companies generally do not have to hold an AGM under the Corporations Act - but there are exceptions depending on your constitution, shareholders’ agreement, investor terms, or other arrangements.

Your Company Constitution is usually the first place to check, because it can set out whether you hold AGMs, how notice must be given, who is entitled to attend, and the rules for voting.

If you’re unsure whether your company needs an AGM, it’s worth clarifying early - because the notice requirements can drive your meeting timeline.

AGM vs EGM: Why It Matters for Your Notice

AGMs are scheduled annual meetings, while an EGM (Extraordinary General Meeting) is a meeting called outside the annual cycle, usually because something needs member approval sooner.

For example, urgent shareholder decisions (like approving certain transactions or governance changes) might be handled via an EGM rather than waiting for the next AGM.

The notice process can be similar, but the reason you’re calling the meeting affects what needs to be included in your agenda and explanatory materials. If you’re deciding whether you’re actually holding an AGM or calling an EGM, extraordinary general meetings (EGMs) are a good comparison point.

What Must Be Included in a Notice of AGM?

A well-prepared notice of AGM makes the meeting smoother, reduces the risk of disputes, and helps you get resolutions passed cleanly (especially if you have investors or multiple shareholders).

While the exact requirements can vary depending on your constitution and the Corporations Act 2001 (Cth), a practical AGM notice for a small business usually includes the following.

1) Company Details

• Company name and ACN
• Registered office (or principal place of business)
• Clear label that the document is a “Notice of Annual General Meeting”

2) Date, Time and Location (Or How To Join Online)

State clearly:

• the meeting date
• start time (include time zone if members are in different states)
• physical address, or online platform link and access instructions
• whether it’s physical, virtual, or hybrid

If your constitution has rules about virtual meetings, follow those carefully. Also make sure the format gives members a reasonable opportunity to participate (for example, by allowing questions and voting during the meeting). Australia now has an ongoing legal framework for hybrid and virtual meetings in many cases, but what you can do in practice still depends on the Corporations Act and your constitution (and sometimes your company type).

3) The Meeting Agenda (Ordinary and Special Business)

Your agenda should list each item of business in a clear, numbered format. This matters because members are entitled to know what they are being asked to vote on.

Common AGM agenda items include:

• confirmation of previous meeting minutes
• consideration of financial reports (where applicable)
• director elections or re-elections (if relevant)
• appointment of an auditor (more relevant for some company types)
• approval of resolutions

Also be clear about whether each resolution is an ordinary resolution or a special resolution. The voting threshold and drafting style can differ, and misunderstandings here can derail the meeting.

If you want a clear framework for the difference, ordinary vs special resolutions is a useful reference point when you’re preparing the agenda.

4) The Exact Wording of Proposed Resolutions

It’s best practice to include the full text of each resolution members will vote on, rather than summarising it.

This helps avoid arguments like:

• “I didn’t realise that was what we were approving”
• “The wording was changed at the meeting”
• “We didn’t have enough detail to make an informed decision”

5) Explanatory Notes (Where Needed)

Some resolutions need more context. If you’re asking members to approve something substantial (for example, changes to share rights or governance documents), an explanatory statement helps members understand what they’re voting on and why it’s being proposed.

Even where it’s not strictly mandatory, it’s often a smart risk-management move - especially if you have minority shareholders.

6) Voting Entitlements, Proxies and Representative Appointments

Your AGM notice should explain:

• who is entitled to vote
• how votes will be counted (show of hands vs poll, if applicable)
• how to appoint a proxy (including proxy forms and deadlines)
• how corporate members can appoint a representative (if relevant)

For many companies, the Corporations Act sets rules around proxy appointments - including that the deadline for returning proxy forms generally can’t be any earlier than 48 hours before the meeting (subject to some specific exceptions and how the meeting is adjourned). Your constitution may add process detail, but it generally shouldn’t contradict the Act.

7) How To Submit Questions (Optional but Helpful)

If you have a larger membership base or investors who like to engage, you can include a process for submitting questions before the AGM, especially where financial reports or director elections are involved.

This can make the meeting more efficient and reduce the chance of surprises on the day.

How Much Notice Do You Need To Give for an AGM in Australia?

Notice periods are one of the most common “trip points” when small businesses prepare an AGM notice. If notice is short or improperly calculated, members may challenge the validity of the meeting and any resolutions passed.

The correct notice period can depend on:

• the Corporations Act requirements (which can differ depending on company type and the resolution being proposed)
• your company’s constitution
• any agreed rules between shareholders (for example, in a shareholders’ agreement)
• whether a special resolution is proposed

As a general guide under the Corporations Act:

• many general meetings require at least 21 days’ notice to members (for example, for most companies); and
• some meetings require at least 28 days’ notice (commonly relevant for public companies, including where a special resolution is proposed).

There are circumstances where notice can be shorter (for example, if members entitled to vote agree to shorter notice and the Act permits it), but you should be cautious with this and check the rules that apply to your company and meeting.

Practical Tip: Build in Buffer Time

Even when you think you’re “within time”, delivery issues can happen (especially where notices are emailed to outdated addresses, or members argue they never received it).

As a practical approach, many businesses aim to:

• finalise the notice early
• send it with more than the minimum notice period where possible
• keep evidence of when and how the notice was sent

Don’t Forget: Timing for Proxy Deadlines

If members can appoint proxies, your notice should include a deadline for returning proxy forms. That deadline needs to be workable and consistent with your meeting rules.

It’s also a good idea to set an internal deadline (earlier than the public deadline) to allow time to check forms, confirm voting rights, and resolve any issues before the meeting starts.

How To Serve an AGM Notice (And Prove You Did It Properly)

“Serving” an AGM notice simply means delivering it to the people who must receive it, in a way that complies with the relevant rules.

How you serve the AGM notice can matter just as much as what it contains.

Step 1: Confirm Who Must Receive the Notice

Typically, you’ll need to give notice to:

• members (shareholders)
• directors
• the auditor (if your company has one and they’re entitled to notice)
• any other parties specified in your constitution

Before you send anything, confirm your company’s current register of members and their contact details.

Step 2: Check Allowed Methods of Service

Common methods include:

• Email (often the easiest, but check that email service is permitted and that addresses are up to date)
• Post (allow extra time for delivery and keep records)
• Hand delivery (less common, but can be useful for key stakeholders)

What’s permitted will often be set out in your constitution and internal company processes. Make sure you follow your rules consistently, especially if you’ve got members in multiple states or overseas.

Step 3: Attach Supporting Documents

Depending on your AGM agenda, you may need to attach or include:

• proxy form
• explanatory statement for resolutions
• financial reports (if applicable)
• draft constitutional amendments (if relevant)

If you reference documents in the notice, it’s best to provide them at the same time, or clearly explain how members can access them.

Step 4: Keep Evidence (This Is Your Safety Net)

If anything is disputed later, you want to be able to show that you served the notice correctly.

Good records include:

• a PDF copy of the final notice and attachments
• a list of recipients and the addresses/emails used
• email “sent” records (and delivery confirmations if available)
• postal lodgement receipts and tracking details
• file notes of any follow-up communications

It’s a simple step that can save a lot of time and cost if a shareholder later alleges they weren’t properly notified.

What Happens After the AGM Notice? Running the Meeting and Recording Decisions

Once your notice of AGM is sent, your next focus is making sure the meeting itself is run properly and the outcomes are recorded correctly.

Prepare Your Chair Script and Resolution Documents

Even for a small business, it helps to prepare a simple meeting script or run-sheet that follows the agenda and includes:

• opening the meeting and confirming quorum
• confirming notice was given
• working through each item and resolution
• recording votes and outcomes
• closing the meeting

If resolutions are being passed, make sure they are captured accurately in minutes and any required company records.

Board Resolutions vs Member Resolutions

Not everything has to go to members. Some decisions are made by the directors via board resolutions, and others require member approval in a general meeting.

If you’re also handling director decisions around the same time (for example, approving the draft notice or documents), having a consistent template process can help. A Directors Resolution Template can be a practical tool for documenting board-level approvals and keeping your records organised.

Signing the Minutes and Documents Correctly

After the meeting, you may need to execute documents (for example, amendments to company governance documents, share-related paperwork, or formal confirmations).

Execution rules can be surprisingly technical, so it’s worth making sure your signing process is compliant, especially if you’re relying on formal execution rules for companies. For many businesses, signing under section 127 is a common pathway to valid execution.

Also remember: signing isn’t just about the act itself - it’s about whether the signature is legally effective in context. If you’re ever unsure, it’s worth checking what counts as a valid signature for the document type and execution method you’re using.

Update Company Records Promptly

After the AGM, you may need to update:

• minutes book
• member register (if share movements occurred)
• ASIC notifications (if required for certain changes)
• internal governance records

Keeping these records current helps you with banking, fundraising, sale-of-business due diligence, and day-to-day governance decisions.

Key Takeaways

• An AGM notice (notice of AGM) tells members when your AGM is happening and what decisions will be made, and it’s essential for valid corporate governance.
• Your AGM notice should clearly include the meeting details, agenda, proposed resolution wording, proxy process, and any supporting documents members need to make informed decisions.
• Notice periods and service rules can vary depending on your company type, the Corporations Act, and your constitution - so confirm your requirements early and build in buffer time (as a general guide, many meetings require at least 21 days’ notice, and some require at least 28 days).
• Serving the AGM notice properly is just as important as drafting it properly; keep clear evidence of when and how you delivered it.
• After the AGM, make sure minutes, resolutions, signing processes, and company records are handled correctly so your decisions are enforceable and future-proof.

If you’d like help preparing an AGM notice, reviewing your meeting documents, or making sure your resolutions and records are compliant, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.