Notice of AGM Template: Essential Requirements in Australia

Preparing a clear, compliant Notice of Annual General Meeting (AGM) helps your company run an efficient meeting, reduce confusion, and meet your Corporations Act obligations.

If you’re a small business or growing startup in Australia, you don’t need a lawyer to prepare the basics - but you do need to know what to include, how much notice to give, and the right way to circulate the notice and proxy forms.

In this guide, we’ll walk through what an AGM notice must contain, common timelines, a step‑by‑step process to draft and send it, plus a free Notice of AGM template you can adapt to your company. We’ll also flag where your Company Constitution or Shareholders Agreement may set different requirements.

What Is An AGM Notice And Who Needs One?

An Annual General Meeting (AGM) is a meeting of a company’s members (shareholders). The notice is the formal document you send to all eligible members to let them know the time, date, location (or online meeting link), business to be considered, and how to vote or appoint a proxy.

Large companies and public companies must hold an AGM annually. Many proprietary (private) companies with a small shareholder base are not legally required to hold an AGM each year under the Corporations Act, but may choose to do so, or be required to by their Company Constitution or a Shareholders Agreement.

It’s also worth noting that AGMs deal with regular, yearly matters like financial reports and director elections. If you need to handle urgent or one‑off issues, you may instead call an EGM (Extraordinary General Meeting). Our overview of Extraordinary General Meetings explains how those differ and when they’re appropriate.

What Must A Notice Of AGM Include?

Your notice should be easy to read and clearly set out how members can participate and vote. At a minimum, include:

• Company details: Legal name and ACN/ABN.
• Meeting details: Date, start time, estimated end time, physical address and room, or the online meeting link and dial‑in options.
• Business to be considered: The agenda items and any proposed resolutions (ordinary and special), with clear wording.
• Proxy and voting instructions: How to appoint a proxy, deadlines to lodge proxy forms, and any voting exclusions.
• Quorum: The quorum required to open the meeting (often set by your constitution).
• Explanatory notes: Background information so members can make an informed decision on each resolution.
• Attachments: Financial report, directors’ report, auditor’s report (if applicable), and any documents referred to in the agenda.
• Contact details: Company secretary or nominated contact for questions.

Ordinary vs Special Resolutions

An ordinary resolution usually passes by a simple majority of votes cast. A special resolution generally requires at least 75% approval and must be clearly identified as “special” in the notice, including the exact text of the proposed change (for example, changing the company name or modifying the constitution).

Virtual Or Hybrid Meetings

Many companies run AGMs online or in a hybrid format. If you’re doing this, the notice should include the technology to be used, login details, and how members can ask questions and vote. Check your constitution allows virtual/hybrid meetings and electronic proxies.

Documents Referred To In The Notice

Attach relevant documents, or make them accessible via a secure link. If your company is circulating a proxy form for e‑signature, make sure your approach aligns with Australian rules on electronic signatures.

How Much Notice Do You Need To Give?

The Corporations Act sets minimum notice periods for meetings of members. As a general guide, at least 21 clear days’ notice is typical for an AGM. Your constitution may stipulate a longer period.

For special resolutions, a longer or specific notice and wording may be required. Always check your constitution and plan backwards from the meeting date to avoid last‑minute issues.

When counting days, be careful with weekends and public holidays. If a deadline falls on a non‑business day, it may roll to the next business day. If you’re unsure, this quick explainer of what is a business day can help you calculate your timeline correctly.

If you’re calling the AGM via a board decision, record it properly. A board decision can be minuted or evidenced with a short Directors’ Resolution that sets the meeting date, format and agenda to be included in the notice.

Step‑By‑Step: Drafting And Sending Your Notice Of AGM

1) Confirm Whether An AGM Is Required (And What It Must Cover)

Start by confirming whether your company must hold an AGM this year and what topics must be included. Public companies have mandatory requirements; proprietary companies often rely on their constitution and shareholder expectations.

2) Check Your Constitution And Shareholders Agreement

Before drafting, review your Company Constitution and any Shareholders Agreement. These documents often set:

• How much notice to give and how to send it (post, email, platform).
• Quorum requirements and chairing/voting rules.
• Proxy rules and form requirements.
• Restrictions (e.g. voting exclusions for interested parties).

If the constitution needs amendment, that usually requires a special resolution. Flag this early so you can include a compliant special resolution in the notice.

3) Set The Agenda And Draft Clear Resolutions

AGMs commonly include:

• Presentation of financial statements and reports.
• Questions to directors and the auditor (if any).
• Election or re‑election of directors.
• Appointment or re‑appointment of the auditor (if applicable).
• Approval of related party benefits (if required).
• Any special business (e.g. constitutional changes).

Draft resolutions in plain English and keep each one focused on a single decision. If a resolution is special, label it “Special Resolution” and include the exact wording to be adopted.

4) Prepare Explanatory Notes And Attachments

Explanatory notes help members understand the background and impact of each resolution. Keep them concise and factual, and attach any referenced documents (e.g., proposed constitution changes with mark‑ups).

5) Draft The Notice Of AGM

Use the template below and tailor it to your company. Double‑check dates, links and voting instructions. If you’ll be executing any related documents (e.g., an updated constitution) after the meeting, ensure your signing process complies with section 127 of the Corporations Act.

6) Circulate The Notice And Proxy Form

Send the notice and proxy form using the method permitted by your constitution (email, post, online portal), and allow enough time for delivery. If using e‑signatures for proxies, confirm your approach aligns with Australia’s rules on wet ink vs electronic signatures.

7) Track Deadlines And Manage Proxies

Set up a simple register to record proxies received, voting directions, and any revocations. Make sure your lodgement cut‑off (e.g., 48 hours before the meeting) is clearly stated and enforced consistently.

8) Run The AGM And Keep Accurate Minutes

On the day, confirm quorum, open the meeting, work through the agenda, and document the outcomes in minutes. If members approve constitutional changes or other key decisions, keep signed copies with the minutes and update your corporate records.

9) Follow Up And File Where Needed

Some outcomes require follow‑up filings or notifications. For example, if members approve a company name change or constitution change, you may need to lodge updates with ASIC. Ensure any documents passed at the AGM are properly executed (again, section 127 execution may be relevant for some documents).

Free Notice Of AGM Template (Copy And Adapt)

You can copy and adapt the sample below. Replace placeholders in with your company’s details and check the wording against your constitution and planned agenda.

NOTICE OF ANNUAL GENERAL MEETING
 ACN [●] (Company)

Notice is given that the Annual General Meeting (AGM) of the members of the Company will be held as follows:

Date: 
Time:  (AEST/AEDT)
Venue: ”]
Online Access (if applicable): 
Quorum: 

BUSINESS OF THE MEETING

1. Financial Statements and Reports
To receive and consider the Company’s financial report, the directors’ report and the auditor’s report (if applicable) for the financial year ended .

2. Election/Re-election of Director
To consider and, if thought fit, pass the following as an ordinary resolution:
"That  be  as a director of the Company."

3. Appointment of Auditor (if applicable)
To consider and, if thought fit, pass the following as an ordinary resolution:
"That , having consented in writing, be appointed as the auditor of the Company."

4.  (if applicable)
To consider and, if thought fit, pass the following as a special resolution:
"That the Constitution of the Company be , with effect from the close of this meeting."

5. Any Other Business
To transact any other business that may lawfully be brought before the meeting.

EXPLANATORY NOTES
Explanatory notes to the business above are attached to this notice and form part of it.

VOTING ENTITLEMENT
The directors have determined that the members entitled to vote at the AGM will be those on the register at  on .

PROXIES
A member entitled to attend and vote is entitled to appoint a proxy. A proxy need not be a member of the Company. Proxy forms must be received by the Company no later than  on  ( hours before the meeting). Proxy forms are enclosed/accessible at .

QUESTIONS
Members may submit questions in advance to  at  by , or ask questions at the meeting (including to the auditor, if attending).

BY ORDER OF THE BOARD
, Company Secretary
Dated: 

Attachments:
• Financial report for the year ended 
• Directors’ report and auditor’s report (if applicable)
• Explanatory Notes
• Proxy Form
•  (if applicable)

Tip: If you are relying on electronic delivery or online voting/proxies, keep the instructions simple and test all links in the PDF before sending.

Key Takeaways

• Start with your Constitution and any Shareholders Agreement - these set the rules for notice periods, quorum, proxies and meeting format.
• Your Notice of AGM should clearly set the date, time, location or link, agenda, resolutions (identify special resolutions), proxy instructions and lodgement deadlines.
• Plan for timing early. Many companies give at least 21 clear days’ notice, and special resolutions have additional requirements - count using the correct definition of a business day.
• Support the notice with explanatory notes and attach relevant reports and documents so members can make informed decisions.
• Record the board decision to call the AGM and keep accurate minutes and records of proxies and voting outcomes; a short Directors’ Resolution is often helpful.
• If members approve document changes (like a new constitution), ensure post‑meeting documents are executed correctly under section 127 and circulated/ lodged as required.
• If your meeting is online or hybrid, confirm your constitution allows it, and align proxy and voting processes with Australia’s rules on electronic signatures.

If you’d like a lawyer to review your Notice of AGM, tailor your Company Constitution or prepare a bespoke Shareholders Agreement for smoother meetings, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no‑obligations chat.