What Is An AGM Meeting In Australia?

If you’ve recently set up a company in Australia (or you’re scaling from a sole trader to a company), you’ll start hearing about “AGMs” - Annual General Meetings.

For many small business owners, the idea of formal meetings, notices and minutes can feel a bit over the top. But understanding what an AGM is - and whether you even need one - is part of staying compliant and running your company well.

In this guide, we’ll break down what an AGM meeting is in Australia, who must hold one, what usually happens at an AGM, and how to run yours step-by-step. We’ll also touch on the documents that shape your meeting rules and when you might need an EGM instead.

What Is An AGM Meeting In Australia?

An Annual General Meeting (AGM) is a formal meeting of a company’s members (shareholders) that occurs at least once every year for companies that are required to hold one.

In Australia, the Corporations Act 2001 sets default requirements for public companies to hold AGMs. An AGM is where members receive the company’s financial reports, ask questions of directors and the auditor, and vote on key matters such as electing directors or appointing an auditor.

For small business owners, think of the AGM as the accountability and decision-making checkpoint for owners. It’s your yearly forum to present how the business has performed and to make important “owner-level” decisions.

Do All Small Companies Need To Hold An AGM?

No - and this is where many small businesses breathe a sigh of relief.

In Australia, public companies must hold an AGM within the statutory timeframes. However, proprietary limited companies (the typical “Pty Ltd” small business structure) generally do not have to hold an AGM unless the company’s rules say otherwise.

So what governs you if you’re a proprietary company?

• Your replaceable rules under the Corporations Act (if you didn’t adopt a custom constitution), and/or
• Your Company Constitution (if you adopted one).

Many small proprietary companies choose not to hold a formal AGM, and instead make decisions by circulating resolutions or by calling a members’ meeting only when needed. However, some companies (for example, those with multiple founders or external investors) deliberately require an AGM each year to keep governance disciplined.

Action step: Check your constitution. If it requires an AGM annually, you must follow it. If it’s silent, you can decide whether to hold one or to handle decisions via members’ resolutions during the year.

What Happens At An AGM?

While your company’s rules will shape the detail, a typical AGM for an Australian company covers the following areas.

1) Timeframes And Notice

Public companies must hold an AGM at least once each calendar year and within a set period after the end of the financial year.

For any company that holds an AGM, the notice period must meet the minimum legal requirements (often at least 21 days’ notice to members; listed entities have longer requirements). The notice needs to set out the meeting date, time, place (or technology for a hybrid/virtual meeting), and the resolutions to be considered, including any special resolutions (which generally need 75% approval).

It’s wise to plan backwards from your desired meeting date to ensure you give enough clear days of notice - and remember how “days” are counted can matter, which is why many companies clarify timing concepts like what is a business day in their documentation.

2) Quorum And Proxies

You’ll need a quorum (the minimum number of members present for the meeting to proceed). The default quorum is often two members present in person or by proxy, but check your constitution.

Members can usually appoint a proxy to attend and vote for them. Your notice of meeting should explain how to appoint a proxy and the deadline for returning proxy forms.

3) Financial Reports And Questions

AGMs often include presenting the company’s financial report, directors’ report and (where relevant) the auditor’s report. Members must be given a reasonable opportunity to ask questions about the management of the company, and, for audited entities, to question the auditor.

4) Elections And Resolutions

Common AGM resolutions include:

• Electing or re-electing directors
• Appointing or re-appointing the auditor (for public companies)
• Approving major decisions that require member approval under your constitution
• Passing special resolutions to change the constitution or other significant matters

If you’re circulating resolutions before or after a meeting, make sure the documents are executed correctly. For company documents, it’s common to use Section 127 execution where applicable.

5) Using Technology

Modern company law allows hybrid or virtual meetings if you provide members with a reasonable opportunity to participate - including two-way communication for questions and voting. Your notice should include clear technology access details and any requirements for identification or poll voting.

6) Minutes And Records

You’ll need to keep minutes of the AGM, recording attendance, the business of the meeting, and the outcomes of resolutions. Minutes should be signed by the chair of the meeting (or the chair of the next meeting) and kept with your company records.

How To Run Your First AGM: Step-By-Step

Whether an AGM is required for your company or you’re holding one by choice, here’s a practical roadmap to get it right.

Step 1: Check Your Rules And Set The Date

Start with your constitution and any shareholder arrangements so you understand quorum, voting thresholds, notice periods and the required business of the meeting. Lock in a date that gives you enough time to prepare and give proper notice.

Step 2: Prepare The Papers

Draft the notice of meeting (and any explanatory memorandum for complex items), the agenda, and the text of each resolution you’ll put to members. If the board needs to approve the notice, do that via a board meeting or a written resolution - a Directors Resolution Template can help you capture that decision cleanly.

Make sure you include proxy forms (if you allow proxies) and clear instructions for attendance (including dial-in or webinar details for hybrid/virtual meetings).

Step 3: Circulate The Notice (On Time)

Send the notice and papers to all eligible members by the deadline, following the permitted method of service (email, post or any technology your constitution allows). If any special resolutions are proposed, the notice must set out the text of those resolutions clearly.

Step 4: Confirm Quorum And Run The Meeting

On the day, the chair confirms a quorum is present. Work through the agenda: table the financials, invite questions, and put each resolution to a vote (on a show of hands or by poll as required). If proxies are present, the chair or company secretary will count votes for and against accordingly.

For hybrid or virtual meetings, ensure members can participate meaningfully - test your tech, provide phone alternatives, and consider how you’ll manage questions and polls.

Step 5: Record Outcomes And Sign Minutes

After closing the meeting, finalise the minutes and have the chair sign them. If any company documents were approved, ensure they’re executed by the appropriate officers - again, consider Section 127 execution for company documents and make sure the people signing have the appropriate authority. Where relevant, you might also consider how Section 126 authority works for agents or authorised officers entering contracts on the company’s behalf.

Step 6: Follow Up On Compliance Items

If members approved changes that require filings (for example, a constitution change or certain share matters), lodge the required forms with ASIC within the relevant timeframes.

It’s also a good idea to ensure your annual ASIC obligations are in order. Most companies must make a yearly solvency decision; small proprietary companies generally pass a directors’ solvency resolution around their annual review date. Our overview of the solvency resolution explains what’s involved.

Legal Documents And Company Rules That Affect Your AGM

Your meeting rules don’t exist in a vacuum - they sit on top of your company’s governing documents. For small companies, these are the key documents that influence how AGMs (and other members’ meetings) run.

• Company Constitution: This is your internal rulebook. It can set meeting frequency, notice periods, quorum, proxy rules, chair powers, voting thresholds and how to handle hybrid meetings. If you’re relying on replaceable rules, consider whether adopting a tailored constitution would give you more clarity.
• Shareholders Agreement: While separate from the constitution, a shareholders agreement often includes voting arrangements, pre-emption rights and decision-making protocols between owners. It can help avoid deadlocks and set expectations for what requires a members’ resolution at or outside an AGM.
• Board Resolutions: Many AGM items start with the board approving the notice, financial statements, and recommendations for member votes. Having a clear process - and using a Directors Resolution Template - keeps your paper trail tidy.
• Execution Clauses: When members approve documents, ensure they are signed correctly under Section 127 where applicable, or by properly authorised officers under Section 126.

If your constitution is silent or unclear about a meeting process, consider updating it so your future AGMs are easier to run and less vulnerable to challenge.

Common AGM FAQs For Small Businesses

Are Virtual AGMs Allowed?

Yes. Australian company law now recognises virtual and hybrid meetings as valid if members are given a reasonable opportunity to participate. Your notice should clearly explain the technology, how to ask questions and how votes will be conducted.

How Much Notice Do We Need To Give?

For companies that hold an AGM, the minimum notice period is usually at least 21 days (listed entities typically have longer requirements). Your constitution may require longer notice. Count your notice period carefully and think about weekends and public holidays - this is where understanding what is a business day can be important.

What’s The Difference Between Ordinary And Special Resolutions?

An ordinary resolution is usually passed by a simple majority (more than 50%) of votes cast. A special resolution generally needs at least 75% approval and must be set out in the notice of meeting - it’s used for important changes like amending your constitution or approving major transactions where required by law or your constitution.

Do We Need An Auditor At The AGM?

Public companies typically have an auditor who is entitled to attend the AGM and answer questions about the audit. Most small proprietary companies don’t need an auditor unless they’re required to prepare audited financial statements (for example, because of size thresholds or shareholder/lender requirements).

Can We Skip An AGM And Just Use Written Resolutions?

If you’re a proprietary company and your constitution doesn’t require an AGM, you can usually make decisions by circulating resolutions for members to sign instead of holding a meeting. Make sure the wording is clear and the correct percentage of votes is achieved for each type of decision.

AGM Vs EGM: When Do You Need Each?

An AGM is your annual, routine meeting for owners to receive reports and make recurring decisions. An Extraordinary General Meeting (EGM) is any other members’ meeting held outside the annual cycle to deal with specific, time-sensitive matters - for example, approving a constitution change or a major transaction.

If you’re deciding which one you need, consider the agenda and timing. If it can’t wait until the next annual meeting, you’ll be calling an EGM. For a deeper dive on EGM requirements and practicalities, see our guide to Extraordinary General Meetings (EGMs).

Practical Tips To Keep Your AGM Smooth

• Build a calendar. Work backwards from your intended AGM date and mark the notice dispatch date, proxy deadline, and finalisation of the papers.
• Write clear resolutions. If members are voting, the exact text matters. Keep it specific and easy to understand.
• Test your tech. For virtual or hybrid meetings, run a test session so you can troubleshoot issues before members join.
• Plan Q&A. Decide how you’ll manage questions - live, chat box, or pre-submitted - and who will moderate.
• Capture the minutes. Assign a note taker and finalise the minutes promptly after the meeting while details are fresh.
• Close the loop. If any filings or follow-up actions are needed (ASIC forms, updated registers, executing documents), tick them off within statutory timeframes.

Key Takeaways

• An AGM is a formal owners’ meeting. In Australia, public companies must hold one; small proprietary companies typically don’t unless their Company Constitution requires it.
• If you do hold an AGM, plan the notice period, quorum, agenda and voting mechanics carefully - and use clear, pre-drafted resolutions to keep the meeting on track.
• Members should be able to ask questions about the business and, where relevant, the audit. Hybrid and virtual AGMs are valid if members can participate meaningfully.
• Your constitution and any Shareholders Agreement shape how meetings run, what needs member approval, and the voting thresholds for decisions.
• Get the paperwork right: board approvals, clean notices, proxies, accurate minutes, and correct execution under Section 127 or appropriate authority under Section 126.
• Use an EGM when a decision can’t wait for the next AGM - and keep on top of annual ASIC obligations like the directors’ solvency resolution for small companies.

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