How To Run a General Meeting in Australia

General meetings are where your company’s owners make key decisions. If you’re running a small business with multiple shareholders, getting your general meeting process right will save time, avoid disputes and keep you compliant with Australian company law.

The good news is, general meetings don’t need to be complicated. With the right preparation, clear rules and tidy records, you can run them smoothly whether they’re in person, online or hybrid.

In this guide, we’ll explain what a general meeting is, when you need one, the step-by-step process to call and run it, and the key documents that make everything easier and legally robust.

What Is A General Meeting?

A general meeting is a meeting of a company’s members (shareholders) to consider and vote on matters that require member approval. In Australia, there are two common types:

• Annual General Meeting (AGM): Required for public companies and optional for most proprietary (pty ltd) companies, unless your Company Constitution requires it. An AGM deals with routine annual business like receiving financial reports or appointing auditors (if applicable).
• Extraordinary General Meeting (EGM): Any members’ meeting held outside the annual cycle to decide specific issues, such as approving a share issue, changing the constitution, or removing a director. You can read more in our practical guide to EGMs in Australia.

For many small pty ltd companies, general meetings are held “as needed” when a decision must be made by members that directors can’t make alone. Your constitution and the Corporations Act determine which decisions require a members’ resolution.

When Do You Need To Hold A General Meeting?

You’ll usually call a general meeting when a proposal requires shareholder approval. Common triggers include:

• Issuing new shares or changing share rights.
• Adopting, amending or replacing the Company Constitution.
• Entering into certain related party transactions (depending on company type and circumstances).
• Removing or appointing directors, where your rules require member approval.
• Approving a significant sale of business or assets.
• Winding up the company voluntarily.

Your constitution and any Shareholders Agreement will set out when members must vote and the thresholds required (ordinary versus special resolutions).

An ordinary resolution usually needs more than 50% of votes cast. A special resolution (e.g. to change the constitution) generally needs at least 75% of votes cast. Always check your company’s rules to confirm the exact requirements.

How Do You Call And Run A General Meeting?

Here’s a practical, step-by-step framework you can follow. These steps assume a typical Australian proprietary company-always confirm details against your constitution and any shareholders agreement.

1) Identify The Decision And Resolution Type

Start by clearly defining what you’re asking shareholders to approve. Is it an ordinary or special resolution? The wording of the resolution should be precise so everyone understands what they’re voting on.

2) Check Your Rules

Review your Company Constitution and Shareholders Agreement to confirm who can call the meeting, notice periods, quorum, voting rights (including any class rights), proxy rules and chairing arrangements.

If you don’t have a constitution, the replaceable rules in the Corporations Act may apply by default. Many businesses adopt a tailored Company Constitution to create certainty and reduce friction.

3) Prepare The Notice Of Meeting And Explanatory Material

The Notice of Meeting should state the date, time, place (or online platform details), the business to be considered, and the exact wording of each resolution. Include explanatory notes so members have enough information to make an informed decision.

Notice periods depend on your rules and the resolution type. When calculating notice periods, it helps to confirm what counts as a Business Day so you don’t accidentally short-change the timeframe.

4) Send The Notice Properly

Send the notice to all eligible members using the method set out in your constitution (post, email, or electronic platform). Ensure you give the minimum required notice. Late or defective notice is a common reason resolutions are challenged.

5) Confirm Quorum

Quorum is the minimum number (or percentage) of members who must attend to validly conduct business. Your constitution sets this. If quorum isn’t met, you may need to adjourn the meeting under your rules.

6) Appoint The Chair And Run The Agenda

The chair oversees the meeting, follows the agenda, manages discussion, and conducts votes. Keep the discussion focused and ensure all members can participate (including those online if hybrid).

7) Voting And Proxies

Voting can be by show of hands, poll, or written ballot-again, your rules apply. Members unable to attend may appoint a proxy if your constitution allows it. Make sure proxy forms and instructions are clear and collected before the vote.

8) Document The Outcome

Record minutes, the voting outcomes and the exact text of the resolutions passed. Minutes should be accurate and kept with your company records. If the resolution triggers a filing requirement (e.g. changes to company details), follow up promptly with the relevant ASIC lodgements.

9) Consider Circulating Resolutions Where Appropriate

Many small proprietary companies can pass members’ resolutions without a physical meeting by using the circulating resolution process (written resolution signed by all eligible members). This can be quicker and less disruptive, provided your rules and the law allow it for the decision in question. Where documents are signed separately, a signed in counterpart approach can be used if permitted.

Can You Hold A General Meeting Online?

Yes-Australian companies can typically hold virtual or hybrid general meetings if allowed under their constitution and the Corporations Act settings at the time.

If you’re running an online or hybrid meeting, make sure:

• Members can participate, ask questions and vote effectively.
• The Notice includes clear dial-in or platform details and any tech requirements.
• You record attendance and votes accurately.
• You keep minutes and records in line with your data and record-keeping practices.

When completing documents or resolutions, it’s useful to understand the rules for electronic signatures, and when execution must follow specific formalities such as section 127 of the Corporations Act for companies.

Resolutions, Thresholds And Voting Basics

Shareholder decisions are made by passing resolutions:

• Ordinary Resolution: Usually more than 50% of votes cast. Used for most routine decisions.
• Special Resolution: Typically at least 75% of votes cast. Required for key decisions like changing the constitution or certain share capital changes.

Voting power is often linked to shareholdings (one vote per share), but check your constitution and any class rights. Some companies allocate one vote per member on a show of hands and then different voting power on a poll-your rules determine the method and outcome.

If your company has different share classes (e.g. preference shares), some changes may require class approval by a separate meeting or class resolution. Plan for this early to avoid delays.

Common Pitfalls And How To Avoid Them

Small businesses tend to face a few repeat issues around general meetings. Here’s how to stay on the front foot.

Unclear Rules Or No Constitution

If you rely solely on the replaceable rules, you may find gaps or ambiguity. Adopting a tailored Company Constitution gives clarity on notice, quorum, proxies, chairing, deadlocks and more.

Notice Period Missteps

Short or defective notice can invalidate a meeting. Double-check the required notice period and how it must be delivered. Be careful when counting days-cross-check what qualifies as a Business Day to avoid cutting it fine.

Quorum And Attendance Problems

Low attendance can derail a meeting. Consider hybrid options, ensure proxy processes are simple, and send clear reminders. If quorum fails, follow the adjournment process set out in your rules.

Conflicts, Related Parties And Voting Exclusions

Where a resolution involves a related party or creates a conflict, certain members may be excluded from voting depending on the law and your rules. Identify these issues early and get advice where needed.

Messy Records

Minutes, signed resolutions and supporting papers should be stored consistently. If directors also need to pass board resolutions, our Directors Resolution Template can help you maintain a clean record trail across board and member decisions.

Using The Wrong Resolution Type

Some changes (like amending the constitution) need a special resolution. If you pass only an ordinary resolution, you may need to redo the process. Confirm thresholds before you issue the Notice of Meeting.

Forgetting About EGMs

Don’t wait for an annual cycle if the business needs a decision now. You can call an EGM to keep your business moving-our guide to EGMs covers practical points to consider.

Essential Documents For Smooth General Meetings

The right documents make meetings faster, clearer and less risky. Consider putting these in place early:

• Company Constitution: Your core rulebook for meetings, notice, quorum, proxies, voting and decision-making. A well-drafted Company Constitution avoids ambiguity and deadlocks.
• Shareholders Agreement: Works alongside your constitution to set out ownership, decision thresholds, dispute resolution and exit scenarios. A tailored Shareholders Agreement is especially important for multi-founder businesses.
• Notice Of Meeting Template: A standardised template covering agenda, resolutions, voting methods, proxies and participation instructions (including virtual access details).
• Minutes Template: A consistent format for recording attendance, quorum, votes, resolutions and any questions raised. Accurate minutes reduce disputes later.
• Directors Resolution Template: Board approvals often sit alongside member approvals. Use a standard Directors Resolution Template to keep your corporate records aligned.
• Execution Clauses For Company Documents: Make sure your templates include the correct execution blocks, including options for section 127 execution where appropriate and options for electronic signing.
• Electronic Signing Policy: If you plan to circulate written resolutions, confirm your approach to e-signatures and counterparts aligns with your rules and Australian law on electronic signatures and counterparts.

You won’t necessarily need every document in every scenario, but having a solid core set of templates will make each meeting faster to prepare and easier to run.

Practical Tips To Keep Your Meetings On Track

• Plan early: Draft the resolution and explanatory notes first, then build the Notice around them.
• Use clear, neutral wording: Ambiguous resolution wording is a recipe for disputes. Keep it precise.
• Mind the calendar: Work backward from your target meeting date to account for notice periods and public holidays. Confirm what counts as a Business Day.
• Enable participation: Hybrid or virtual attendance increases turnout and reduces adjournments due to lack of quorum.
• Keep the chair independent: An effective chair keeps the meeting focused and fair, especially for contentious resolutions.
• Close the loop: Record minutes, circulate outcomes promptly and complete any ASIC filings triggered by the resolution.

If a topic is complex or contentious (e.g., class rights or related party approvals), it’s worth getting advice before issuing the Notice so you can set the meeting up for a valid outcome.

Key Takeaways

• General meetings are where shareholders make key decisions-plan the resolution, check your rules, and follow a clear process.
• Your Company Constitution and any Shareholders Agreement set the ground rules for notice, quorum, proxies and voting thresholds.
• Prepare a clear Notice of Meeting with well-drafted resolutions and explanatory notes, and give proper notice on time.
• Run meetings in person, virtual or hybrid-just ensure effective participation, accurate voting and tidy records.
• Use the right resolution type (ordinary or special) and document outcomes with accurate minutes and follow-up filings.
• Templates and policies-like a constitution, shareholders agreement, minutes and resolutions-make meetings faster and reduce risk.

If you’d like a consultation on setting up your general meeting processes and documents, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.