What Is an AGM? Key Legal Requirements for Australian Companies

If you run a company, you’ll eventually hear the term “AGM” - and you might wonder: what is an AGM, and do we actually need to hold one?

For many Australian startups and small businesses, the answer is “it depends”. Some companies must hold an Annual General Meeting (AGM) every year under the Corporations Act. Others don’t have to, but still choose to hold one because it’s a practical way to keep owners aligned, approve key decisions, and stay on top of governance.

Below, we’ll walk you through what an AGM is, who needs one in Australia, what usually happens at an AGM, and how to run one smoothly (without it becoming a stressful formality).

What Is An AGM (Annual General Meeting)?

An AGM is an Annual General Meeting - a meeting held once per year where a company’s key stakeholders (usually its shareholders/members) come together to review how the company is going and deal with certain “annual” company decisions.

In plain English, if you’ve been searching for “what is an AGM” or “whats an agm”, think of it as:

• a yearly checkpoint for company owners (and sometimes directors) to review performance and compliance, and
• a formal process for making certain shareholder-level decisions.

AGMs are common in larger and more structured businesses, but they also matter for startups - especially once you have multiple shareholders, outside investors, or a board that wants good governance habits.

AGM Vs Board Meeting: What’s The Difference?

This is a common point of confusion.

• Board meeting: a meeting of directors to manage the company (strategy, operations, approvals, risk, budgets, etc.).
• AGM: a meeting of shareholders/members (and sometimes directors attend) where owners handle shareholder-level matters and receive updates.

In a startup, you might already hold regular founder meetings. An AGM is more formal than that, and usually has clearer rules about notice, minutes, and voting.

Do Australian Startups And Small Businesses Need To Hold An AGM?

Whether you must hold an AGM depends on your company type, what the Corporations Act requires for that type of company, and your governing documents (such as your constitution or replaceable rules).

Public Companies: Often Yes (But It Depends)

In Australia, many public companies have legal obligations to hold AGMs, but the exact requirements depend on the company’s circumstances and the relevant rules in the Corporations Act (including timing requirements for a company’s first AGM and ongoing AGMs).

If your business is (or becomes) a public company, you’ll want tailored advice early, because AGM requirements tend to be more structured and compliance matters more.

Proprietary Companies (Most Startups): Often No, But Check Your Documents

Most Australian startups are proprietary companies (Pty Ltd). Many proprietary companies are not legally required to hold an AGM each year under the Corporations Act.

However, you may still need (or want) to hold an AGM if:

• your Company Constitution requires it
• a shareholders agreement effectively assumes an annual meeting process (for example, annual approval items or annual reporting obligations)
• your investors expect it as part of good governance
• your shareholders request a meeting (depending on what the law and your documents allow)

If you’re not sure what your company’s rules say, it’s worth checking your constitution and any Shareholders Agreement, because they often set out when meetings must happen, how decisions are made, and what notice is required.

If You Don’t Hold An AGM, Do You Still Need To Do “Annual” Company Admin?

Yes - even if your proprietary company doesn’t hold an AGM, you still need to stay on top of ongoing compliance and proper decision-making. That can include:

• keeping company registers up to date
• recording decisions properly (often via resolutions)
• meeting ASIC annual review obligations
• keeping accurate financial records (and preparing accounts if required)

A lot of small businesses skip the formal “AGM” label, but still do the annual admin in other ways - which is often fine, as long as the decisions are correctly documented.

What Happens At An AGM? (Common Agenda Items)

AGMs can look different depending on your company and industry, but they usually include a mix of performance updates and formal resolutions.

Common AGM items include:

• Financial reports and business update: a summary of the company’s financial position and performance for the year (even if you’re pre-revenue, this might include runway, burn rate, and key milestones).
• Director matters: re-election or appointment of directors (where applicable), and discussion of director remuneration (if relevant).
• Auditor matters: appointment of an auditor (more common for larger companies or where required).
• Shareholder questions: members can ask questions about the company’s performance and governance.
• Resolutions: shareholder votes on specific decisions (ordinary or special resolutions).

Ordinary Vs Special Resolutions (And Why It Matters)

Many AGM decisions are made by a resolution. The type of resolution matters because it affects voting thresholds and process.

In simple terms:

• Ordinary resolution: usually used for standard decisions (often passed by a simple majority).
• Special resolution: usually used for more significant changes (often requiring a higher approval threshold).

This distinction becomes important if you’re updating your constitution, approving certain capital changes, or making other major governance changes. If you want a clearer breakdown, ordinary vs special resolutions is a helpful concept to understand early - especially if you have multiple shareholders.

Do Startups Need To Present Formal Accounts At An AGM?

Not every startup needs to produce the same level of formal reporting as a large company. But it’s still smart to treat the AGM (or your annual shareholder meeting) as a structured moment to share:

• key wins and challenges for the year
• product and market progress
• team changes and hiring plans
• funding strategy (if relevant)
• top risks for the next 12 months

Doing this helps you build trust with shareholders and reduces the chance of disputes later about “what was agreed” or “what we were told”.

How To Run An AGM In Australia (A Practical Step-By-Step)

If you decide you need to hold an AGM (or you simply want to), the key is to run it like a repeatable process you can improve each year.

1) Check Your Governing Rules First

Start with your company’s:

• constitution (if you have one), and
• shareholders agreement (if you have one), and
• any investor side letters or special rights.

These documents often cover practical meeting rules, including notice periods, quorum requirements, and whether meetings can be held virtually.

If you’re still deciding whether to adopt or update a constitution, it’s worth thinking about how that document will support your future governance - for example, having meeting mechanics that match how your team actually operates. Many startups update this as they grow, especially after raising capital or adding new shareholders.

2) Set The Date And Meeting Format (In-Person, Virtual, Or Hybrid)

Modern businesses don’t always have shareholders in the same city. Depending on your rules and what the law allows, you may be able to run the AGM:

• in person
• online (video conference)
• as a hybrid meeting

Practical tip: choose a format that makes it easy for shareholders to attend and vote, and make sure you have a clear process for verifying attendees and recording votes.

3) Prepare And Send A Proper Notice Of Meeting

Most AGMs require formal notice to members/shareholders. Your documents (and sometimes the Corporations Act) will set out:

• how much notice you need to give
• what the notice must include (time, date, place/online link, agenda items)
• how the notice must be delivered

If the AGM includes resolutions, make sure the notice clearly sets out the text of those resolutions (or at least describes them in a way that shareholders can understand what they’re voting on).

4) Draft The Agenda And Any Resolutions In Advance

Try not to “wing it” at the meeting. A clean agenda keeps things short and reduces the risk of process mistakes.

If the AGM includes approvals that could also be done by written resolution, you may still choose to deal with them at the meeting for transparency and discussion.

Also remember: shareholder resolutions and director resolutions are different. Directors often make decisions via board resolutions (recorded in minutes), while shareholders vote on member resolutions.

For internal record-keeping, a Directors Resolution Template can be a helpful starting point for documenting board decisions properly (even outside the AGM context).

5) Confirm Quorum, Chair The Meeting, And Record Minutes

At the meeting, you’ll usually need to:

• confirm quorum (the minimum number of members required to be present)
• appoint or confirm the chair
• run through each agenda item and take questions
• put resolutions to a vote (if any)
• record minutes (including outcomes of votes)

Minutes are important. They’re often what you rely on later if there’s a dispute, an investor due diligence request, or you need evidence that an approval was properly made.

6) Execute Documents Correctly (If Anything Needs Signing)

Sometimes an AGM triggers follow-up paperwork - for example:

• updating the constitution
• issuing shares (or approving a share issue)
• appointing a director
• entering into a major agreement that requires shareholder approval

Make sure those documents are signed correctly. For companies, execution rules can be technical, so it’s worth understanding Signing Under Section 127 and whether you need one director, two directors, or a director and secretary to sign.

7) Store Your Records And Update Registers

After the AGM, keep your records organised:

• file the signed minutes and any resolutions
• update your company registers (members, directors, etc.)
• make any ASIC notifications if required (for example, director changes)

This is the unglamorous part of governance, but it’s often what prevents headaches later - especially when raising funds, selling the business, or dealing with shareholder exits.

Common AGM Issues For Startups (And How To Avoid Them)

Even in small companies, AGMs can become messy if expectations aren’t aligned. Here are some issues we often see - and the practical fixes.

“We’re Not Sure What We’re Voting On”

This usually happens when the notice of meeting is unclear, or resolutions are drafted at the last minute.

Fix: prepare resolutions early, send them with the notice, and include enough context that a shareholder can make an informed decision.

Founder Or Investor Tension Over Control

As your company grows, you might bring on new shareholders who want greater visibility or stronger decision rights.

Fix: get ahead of this with clear governance documents (constitution + shareholders agreement) that outline reserved matters, voting thresholds, information rights, and director appointment rights. This is one of the biggest reasons startups invest early in a well-drafted Shareholders Agreement.

AGM Logistics Are Hard With Remote Shareholders

Remote attendance is now normal, but you still need a reliable method for attendance, questions, and voting.

Fix: decide on a platform/process, confirm it’s consistent with your constitution, and keep the meeting tightly chaired so it doesn’t drag on.

Confusing AGMs With Other Shareholder Meetings

An AGM is annual, but sometimes you need shareholder approval at other times of the year - for example, to approve major changes, restructure the cap table, or remove/appoint directors.

That’s when you might need an Extraordinary General Meeting (EGM), which is essentially a shareholder meeting held outside the annual cycle. If you’re weighing up whether an AGM or another meeting is appropriate, extraordinary general meetings are worth understanding as part of the broader governance picture.

Skipping Documentation Because “Everyone Agreed In Slack”

Startups move fast, and informal agreement is common - but if you don’t record decisions correctly, you can run into problems later.

Fix: treat key decisions like a compliance checklist item. If it’s a board decision, record it properly in minutes or a director resolution. If it’s a shareholder decision, document it as a shareholder resolution and store it with your company records.

Key Takeaways

• What is an AGM? An AGM is an Annual General Meeting, typically used to update shareholders and make certain annual or shareholder-level decisions.
• Many Australian proprietary companies (Pty Ltd) don’t have to hold an AGM by default under the Corporations Act, but your constitution, shareholder arrangements, or investor expectations may effectively require one.
• A well-run AGM usually includes a business update, financial overview, shareholder questions, and (where needed) formal resolutions.
• Before you schedule anything, check your constitution and any shareholders agreement for notice requirements, quorum, and voting rules.
• AGMs work best when you prepare early: send proper notice, draft resolutions in advance, chair the meeting firmly, and keep accurate minutes.
• If you need shareholder decisions outside the annual cycle, an EGM (or written resolutions) may be a better fit than waiting for the next AGM.

If you’d like help setting up the right governance documents or running your AGM process properly, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.