How To Run a Compliant AGM in Australia

Whether you’re growing fast or simply keeping your corporate housekeeping in order, an Annual General Meeting (AGM) can be a powerful way to align owners, document key decisions and meet your legal obligations in Australia.

But the rules can feel confusing, especially for small businesses and startups. Do you actually need to hold an AGM? What should be on the agenda? Can you run it online? And what paperwork do you have to keep after the meeting?

In this guide, we’ll walk you through how AGMs work in Australia from a small business perspective, what’s legally required, and practical steps to run a smooth, compliant meeting so you can get on with building your business.

What Is An AGM And Do Small Companies Need One?

An Annual General Meeting (AGM) is a meeting of a company’s members (shareholders) to receive reports, vote on key matters (like director appointments) and formally record decisions for the financial year.

In Australia, public companies must hold an AGM every year under the Corporations Act 2001 (Cth). Proprietary limited companies (the typical small business company) generally don’t have to hold an AGM unless their governing documents require it, or members request a meeting.

For many small companies, you can meet your annual decision-making and reporting needs with member resolutions without a formal AGM. However, there are good reasons to run one anyway:

• It creates a regular forum to review performance, strategy and governance.
• It helps you capture key approvals (dividends, director re-election, auditor) in one place.
• It demonstrates good corporate hygiene to banks, investors and potential buyers.

Your company’s rules matter here. If you’ve adopted a tailored Company Constitution, check whether it requires an AGM and what process applies (notice periods, quorum, voting, proxies). If you’re relying on replaceable rules or you’re not sure what applies, it’s worth reviewing your governance settings before AGM season.

Where there are multiple owners, it’s also common for a Shareholders Agreement to set additional requirements around meetings, notice and voting rights. Make sure your AGM planning lines up with both documents - the constitution and the shareholders agreement usually work together.

When Do You Have To Hold An AGM In Australia?

Timing depends on your company type and your documents:

• Public companies must hold their AGM within five months after the end of their financial year (and within 18 months of registration for the first AGM).
• Proprietary limited companies are generally not required to hold an AGM unless your constitution says otherwise or members call a meeting.

Even if you’re not required to hold an AGM, you’ll still have annual obligations, such as passing your directors’ annual solvency resolution close to your review date. If you’re not familiar with this requirement, read about the Solvency Resolution and how it ties into ASIC’s annual review process.

If you are holding an AGM, plan your calendar backwards from your year end and your notice period. Many constitutions (and the Corporations Act for public companies) require at least 21 days’ notice of an AGM. Some listed companies require longer. If your notice references “business days”, it can help to confirm what counts as a Business Day so your timeline is compliant.

How To Prepare For Your AGM (Step-By-Step)

A well-prepared AGM is faster, clearer and less stressful. Here’s a simple checklist you can tailor to your company.

1) Confirm What Your Rules Require

• Review your company constitution and any shareholders agreement for notice periods, quorum, voting thresholds, proxy rules and whether a virtual or hybrid meeting format is allowed.
• If your rules aren’t working for you, consider updating your settings via a tailored Company Constitution before your next AGM.

2) Choose Your Date, Format And Venue (Or Platform)

• Pick a date that gives you enough time to prepare financial reports and send compliant notices.
• Decide on physical, hybrid or virtual (see the virtual meeting section below - wholly virtual AGMs usually require express permission in your constitution).

3) Draft The Notice Of Meeting And Agenda

• Include date, time, location/platform, how to attend or vote, the business to be considered, and any resolutions (ordinary or special).
• Attach explanatory notes for complex items so members can vote in an informed way.
• Circulate the notice at least the minimum number of days required under your rules.

4) Prepare Your Reports And Papers

• For public companies: prepare the financial report, directors’ report and (if applicable) the auditor’s report for presentation.
• For small proprietary companies: prepare the board update, financial summary, proposed resolutions (e.g. dividends, director changes) and any supporting documents.

5) Set Up Voting And Proxies

• Confirm how votes will be taken (show of hands vs poll) and how proxies will be appointed and verified.
• Make sure proxy forms and instructions align with your constitution.

6) Lock In The Chair, Company Secretary And Minute-Taker

• Nominate who will chair the meeting and who will record the minutes and manage attendance, proxies and the register of members.

7) Pass Any Pre-Meeting Board Resolutions

• It’s common for directors to approve the notice of meeting and call the AGM by resolution first. If you need a simple format, Sprintlaw’s Directors Resolution Template can help kickstart the paperwork.

8) Plan The Post-AGM Admin

• Identify any ASIC filings required (e.g. if directors change), dividend paperwork, communications to members and how minutes will be executed and stored.

What Must Happen At The AGM (Agenda, Voting And Minutes)

Your agenda should reflect your company type and what your rules require. A typical small company AGM agenda might include:

• Chair’s welcome and confirmation of quorum
• Approval of prior meeting minutes (if applicable)
• Presentation of company performance and financial summary
• Election or re-election of directors
• Auditor appointment or confirmation (if required for your company type)
• Dividend declaration (if any)
• Member questions and general business
• Resolutions and closing of the meeting

Quorum And Attendance

Check your constitution for quorum requirements. Many companies need two members present for a meeting to proceed (unless there’s only one member). Confirm how attendance is counted for hybrid/virtual meetings (e.g. verified login and participation via the platform).

Ordinary Vs Special Resolutions

• Ordinary resolutions pass by a simple majority (more than 50%). These cover most routine matters, like re-appointing directors.
• Special resolutions typically require at least 75% approval and advance notice. They’re used for more significant changes (e.g. changing the company name or constitution).

Spell out the resolution wording clearly in the notice of meeting so members know exactly what they’re voting on.

Proxies And Voting Process

Members who can’t attend may appoint a proxy if your constitution allows it (most do). Your notice should explain how to appoint a proxy, submission deadlines and how proxy votes will be counted.

Minutes And Execution

Minutes must be taken and kept. They should record attendees, proxies, each item of business, the results of votes and any disclosures made at the meeting. Minutes are generally signed by the chair within a reasonable period after the meeting.

If you circulate or execute meeting minutes or resolutions after the meeting, it’s helpful to ensure the documents are validly executed under the Corporations Act - for example, using the rules for Signing Documents Under Section 127 where relevant.

After The AGM: Post-Meeting Compliance

Depending on what was decided, you may need to lodge updates with ASIC (for example, director changes) and update statutory registers. Keep your signed minutes and supporting papers securely on file - good records make your next AGM easier and support due diligence if you raise capital or sell the business.

If you didn’t cover a time-sensitive item at your AGM, you can still call a separate members’ meeting to deal with it. When it’s not the annual meeting, that’s usually an Extraordinary General Meeting (EGM).

Can You Hold A Virtual AGM Or Hybrid Meeting?

Yes - Australian law now allows more flexibility for company meetings. You can hold physical, hybrid or, if your constitution expressly permits it, wholly virtual AGMs. This is great for small business owners with geographically dispersed shareholders.

A few tips if you’re going online or hybrid:

• Use reasonable technology that lets members participate in real time (hear, be heard and vote).
• Explain clearly in your notice how to access the platform, how to vote and where to lodge proxies or questions in advance.
• Test your setup before the day and have a backup plan if the tech wobbles.
• Confirm how you’ll verify attendees and proxies, and how you’ll handle polls electronically.

Electronic notices and documents are also permitted, provided you follow the rules and your members can access them. If you’ll be collecting electronic signatures on minutes or resolutions, make sure your method is reliable and legally valid. For documents that still require a wet ink appearance or where counterpart signing is planned, align your process with your constitution and the law - and consider your options if Wet Ink vs Electronic Signatures is a live question for your company or investors.

Key Takeaways

• Public companies must hold an AGM each year; proprietary limited companies usually don’t have to, unless required by their rules or members - but many small businesses hold an AGM anyway to keep governance tight.
• Your company’s rules drive the process. Check your constitution and any shareholders agreement for timing, notice, quorum, proxies, voting and whether virtual or hybrid meetings are allowed.
• Plan your AGM like a project: set the date and format, prepare compliant notices, line up reports and resolutions, and organise proxies and minute-taking ahead of time.
• Run the meeting to the agenda, distinguish ordinary vs special resolutions, and keep clear minutes. Execute and store the records properly and lodge any necessary ASIC changes promptly.
• Virtual and hybrid AGMs are acceptable if your rules permit and you use reasonable technology that allows full participation and voting.
• Don’t forget other annual requirements outside the AGM itself, such as passing your directors’ Solvency Resolution around your annual review date.
• If your current settings aren’t serving you, consider adopting an updated Company Constitution and aligning your Shareholders Agreement with how you actually want to run meetings and make decisions.

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