Notice Of General Meeting Requirements In Australia

If you run a company in Australia (or you’re scaling a startup and trying to do things properly), you’ll eventually need to call a general meeting of shareholders. That’s where a notice of general meeting comes in.

It’s easy to treat meeting notices as “admin” and focus on the big-ticket items like fundraising, hiring, product and sales. But if your notice is missing key details (or sent the wrong way, or too late), the decisions made at the meeting can be challenged. That can slow down deals, create shareholder disputes, and in the worst cases, force you to redo the meeting and resolutions.

In this guide, we’ll walk you through what a notice of general meeting is, when you need it, what it should include, and how to send it in a way that’s practical for small businesses and startups.

What Is A Notice Of General Meeting?

A notice of general meeting is the formal document (or communication) a company sends to shareholders (members) to tell them:

• when the meeting will happen,
• where it will happen (or how to attend virtually), and
• what business will be considered and voted on.

In plain English: it’s the “invitation” that makes the meeting official and gives shareholders a fair chance to participate.

General meetings are shareholder meetings (not director meetings). They’re different from board meetings where directors make day-to-day strategic decisions. A general meeting is usually needed when shareholders must approve something under:

• the Corporations Act 2001 (Cth),
• your company’s constitution, and/or
• a Shareholders Agreement (if you have one).

The notice matters because shareholders can generally only vote on what’s properly proposed in the notice. If the wording is vague, incomplete, or misleading, you risk the resolution being attacked as invalid or unfair.

Common Types Of General Meetings

• Annual General Meeting (AGM): common for public companies and some larger proprietary companies, but many small proprietary companies aren’t required to hold an AGM.
• General meeting (sometimes called an “extraordinary” general meeting): companies often use “EGM” to describe a general meeting called outside the AGM cycle, usually to approve a specific item (like issuing shares or changing the constitution). Note that “EGM” is common terminology, but the Corporations Act primarily refers to a “general meeting”.
• General meeting (no special label): many companies simply call a “general meeting” as needed.

When Do You Need To Issue A Notice Of General Meeting?

You typically need to issue a notice of general meeting whenever you’re calling a meeting of shareholders to vote on matters that require shareholder approval.

For small businesses and startups, common triggers include:

• Changing your company rules by adopting or amending a Company Constitution (usually a special resolution).
• Approving key transactions where your constitution or shareholder arrangements require member approval (for example, certain related-party dealings or major asset sales).
• Approving a share issue or changing share rights (especially if your constitution or shareholder deal requires it).
• Removing or appointing directors where shareholder approval is needed (this can happen in founder disputes or investor-driven governance changes).
• Ratifying decisions to tidy up governance before a funding round, acquisition, or due diligence process.

Even where the Corporations Act doesn’t strictly require a general meeting for a particular action, your company’s documents might. This is one reason it’s worth keeping your governance documents aligned and up to date as you grow.

Do All Companies Need To Hold General Meetings?

Most proprietary companies will hold general meetings at some point, but not all are required to hold AGMs.

A proprietary company can also sometimes pass resolutions without holding a meeting by using a written resolution (often called a “circular resolution”). Under the Corporations Act, this generally requires all members who are entitled to vote on the resolution to sign it (so it’s usually only practical where everyone agrees). Public companies generally can’t use this process in the same way.

That said, a written resolution doesn’t suit every situation. If you have multiple shareholders, complex voting thresholds, or disputes, holding a formal meeting (with a proper notice of general meeting) can be the cleaner, safer option.

What Must A Notice Of General Meeting Include?

A solid notice of general meeting is clear, complete, and specific. While the exact requirements can vary depending on your constitution and whether you’re dealing with ordinary vs special resolutions, you generally want to include the following.

The Basics (Always Include These)

• Company details: company name and ACN.
• Meeting type: general meeting / AGM.
• Date and time: include the time zone if shareholders are in different states or overseas.
• Location: full address, or clear instructions for an online meeting (or hybrid meeting).
• Who is calling the meeting: usually the board (directors), sometimes members if they have the right to requisition a meeting.

The Business Of The Meeting (The Agenda)

The notice should set out the business to be considered. This usually appears as an agenda and (crucially) includes the resolutions to be voted on.

For each resolution, include:

• the exact wording (or at least wording that’s sufficiently clear),
• whether it’s an ordinary resolution or special resolution, and
• any relevant explanatory notes so shareholders understand what they’re being asked to approve.

If you’re proposing a special resolution (for example, to amend your constitution), the notice should clearly state that intention and the drafting needs to be especially careful. Special resolutions generally require a higher voting threshold (commonly 75% of votes cast), and the Corporations Act and your constitution may impose specific notice requirements.

Voting And Participation Information

Your notice should also tell shareholders how they can participate, including:

• Eligibility to vote: who is entitled to vote (especially relevant if there are different classes of shares).
• Proxies: whether a shareholder can appoint a proxy, and how to do it.
• Quorum: the minimum number of members needed for the meeting to proceed (often set by your constitution).
• Poll vs show of hands: how voting will be conducted, if relevant to your rules.

In startups, voting rights can get complicated quickly, particularly if you have investors, employee shareholders, or different share classes. If your share structure has evolved over time, it may be worth checking whether your governance documents reflect the current reality (and not just what you started with).

Supporting Documents (Attach Or Provide Access)

If the business involves documents that shareholders need to review, attach them or provide a clear way to access them before the meeting. Common examples include:

• proposed constitution changes,
• summary term sheets or transaction overviews,
• draft agreements where appropriate (bearing in mind confidentiality and any NDAs), and
• explanatory memoranda for complex resolutions.

As a practical tip, if you’re trying to move quickly (for example, signing a funding round), attaching a clear summary can reduce back-and-forth and keep the meeting focused.

How Much Notice Do You Need To Give (And How Do You Send It)?

One of the most common issues we see is timing. You can draft a perfect notice of general meeting, but if you send it too late, you may not meet the legal or constitutional minimum notice period.

Notice Periods Depend On Your Situation

The required notice period can depend on factors like:

• what your constitution says,
• whether the resolution is ordinary or special,
• whether shareholders have agreed to shorter notice (where permitted), and
• any additional requirements for certain types of companies or meetings.

As a general guide under the Corporations Act, public companies typically must give at least 21 days’ notice for a general meeting (and some meetings/resolutions require longer). Proprietary companies often have more flexibility and may be able to give “reasonable notice” unless their constitution sets a specific period. For a special resolution, the notice also needs to clearly state that the resolution will be proposed as a special resolution.

Because “minimum notice” can be technical, the safest approach is to check your constitution and any shareholder arrangements first, and then work backwards from your desired meeting date.

Methods Of Service (How You Deliver The Notice)

How you send the notice of general meeting should also match your company rules and any consent shareholders have given for electronic communications.

Common methods include:

• Email (often used by startups, but still needs to be valid under your documents and member preferences),
• Post (more traditional, but you need to allow for delivery time), and
• Other electronic means if permitted (for example, making the notice available via a secure portal and notifying members).

As a small business owner, it’s worth keeping a “paper trail”: save the sent email, keep delivery receipts if possible, and record the date/time the notice was issued. If the validity of the meeting is ever questioned, this evidence is incredibly helpful.

Can You Hold Virtual Or Hybrid General Meetings?

Many Australian companies now run general meetings virtually or in a hybrid format. The rules here depend on your company type, your constitution, and current Corporations Act settings around technology-enabled meetings.

In practice, you’ll want to make sure:

• your constitution doesn’t prohibit (or unintentionally complicate) virtual attendance, and
• the format gives members a reasonable opportunity to participate (for example, asking questions and voting effectively).

If your constitution is silent or outdated, it may still be worth updating it so you can confidently run online meetings, accept electronic proxy appointments, and handle voting properly.

Resolutions, Minutes, And Follow-Up: Turning The Meeting Into Legally Effective Decisions

A notice of general meeting is only one part of the governance puzzle. What happens after the notice is issued also matters, because your goal isn’t just to “have a meeting” - it’s to make decisions that are legally effective and easy to prove later.

Ordinary Vs Special Resolutions (Why The Difference Matters)

From a practical standpoint, the key difference is usually the voting threshold and the seriousness of the decision.

• Ordinary resolution: generally passed by a simple majority (more than 50% of votes cast, though your documents may vary).
• Special resolution: generally requires at least 75% of votes cast and is often used for major structural decisions like amending the constitution.

If you’re unsure which type you need, it’s better to work that out before you send the notice. Getting it wrong can mean the resolution fails even if “most” shareholders wanted it to pass.

Minutes And Records: Don’t Skip This Step

After the meeting, you should prepare and keep proper minutes. Minutes usually record:

• who attended and who chaired the meeting,
• whether there was a quorum,
• the resolutions considered,
• the voting outcome, and
• any key discussion points (kept factual and concise).

Investors, buyers, and even banks often ask for evidence that key decisions were validly approved. Having a clean paper trail (notice + minutes + resolutions) can make due diligence much faster.

Where A Written Resolution Might Fit (And Where It Doesn’t)

For founder-run companies with a small number of aligned shareholders, a written resolution can be a simple way to approve decisions without coordinating schedules for a meeting.

But the trade-off is that written resolutions for proprietary companies generally require unanimity (every member entitled to vote must sign). Once you have multiple shareholders (especially if they’re passive investors, overseas, or not closely involved), a general meeting process with a proper notice of general meeting can provide transparency and reduce misunderstandings.

Aligning Shareholder Decisions With Your Other Legal Documents

In growing businesses, general meeting decisions often interact with other legal documents. For example:

• If you’re changing governance rules, your Company Constitution may need updating.
• If you’re bringing in investors or formalising founder arrangements, a Shareholders Agreement can set clearer rules around voting, reserved matters, and deadlock.
• If you’re raising funds, documents like a Share Subscription Agreement can govern the issue of new shares (often alongside shareholder approvals).

Keeping these documents consistent helps prevent the classic startup problem: “We approved it in a meeting, but our documents don’t match what we did.”

Common Mistakes With A Notice Of General Meeting (And How To Avoid Them)

Most issues with a notice of general meeting come down to rushing, reusing old templates, or assuming “everyone already knows what we mean.” Here are common pitfalls we recommend avoiding.

1. Vague Or Incomplete Resolution Wording

If a resolution says something like “approve the fundraising,” that might be too unclear. Shareholders may need to understand what they’re approving - for example, the class of shares, price, key rights, and whether existing shareholders will be diluted.

Where the approval relates to issuing shares, it’s also worth thinking about whether your company has multiple share classes. If so, the resolution wording and supporting documents should reflect that structure. If you’re still designing your share structure, it may help to review options around different classes of shares.

2. Not Giving Enough Notice (Or Miscounting Days)

Counting notice periods can be trickier than it looks, especially when you factor in:

• how your constitution counts notice (for example, whether it requires “clear days”),
• delivery time for post,
• public holidays and weekends (depending on drafting), and
• shareholders in different locations.

A practical approach is to build a buffer into your timeline. If you “need” 21 days, aiming for a few extra days can save you a headache.

3. Forgetting Proxy And Participation Instructions

Many shareholder disputes aren’t really about the decision - they’re about the process feeling unfair. If a shareholder couldn’t attend and didn’t understand how to appoint a proxy, they may argue they weren’t given a real chance to participate.

Even if your shareholder base is friendly now, clear participation instructions are good governance (and it looks far more professional when you’re dealing with investors).

4. Using A Constitution That No Longer Fits Your Business

Startups often begin with a basic constitution (or replaceable rules) and then grow into something more complex: investors come in, different share classes are created, and decision-making becomes more structured.

If your constitution wasn’t built for that, you can end up with uncertainty around:

• quorum requirements,
• virtual meeting rules,
• class voting rights, and
• reserved matters and shareholder approvals.

In those situations, it can be worth formally updating your constitution (usually requiring a shareholder special resolution) so the rules actually match how you operate.

5. Not Thinking About The “Whole Deal” (Not Just The Meeting)

A notice of general meeting often shows up when something bigger is happening: a capital raise, a co-founder exit, a restructure, or a business sale.

That’s also when you may need to look at the broader legal framework, like:

• how you execute documents correctly (particularly when directors sign for the company under section 127),
• what your shareholder arrangements say about consent and pre-emption, and
• how to document changes so they stand up during due diligence.

If you’re about to enter a major transaction, it’s often cheaper and faster to tidy governance early rather than scramble later when a buyer or investor raises red flags.

Key Takeaways

• A notice of general meeting is the formal notice to shareholders that sets out when the meeting is, how to attend, and exactly what will be voted on.
• Small businesses and startups often need a notice of general meeting when approving major decisions like constitution changes, share issues, or director changes.
• A valid notice usually needs clear meeting details, properly drafted resolutions, and practical information on participation, proxies, and voting.
• Timing and delivery matter - even a well-written notice can cause problems if it’s sent too late or in a way that isn’t permitted under your company rules.
• Good governance doesn’t stop at the notice: minutes, resolutions, and aligned documents (like your constitution and shareholders agreement) help your decisions hold up in disputes and due diligence.

This article is general information only and isn’t legal advice. If you’d like advice on your specific circumstances, we can help.

If you’d like a consultation on preparing a notice of general meeting or getting your company governance documents in order, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.