What Is an EGM (Extraordinary General Meeting)?

If you’re a business owner, company director or shareholder in Australia, chances are you’ve heard the term “EGM” come up when something important or urgent needs a member vote before the next annual meeting.

In simple terms, an Extraordinary General Meeting (EGM) is how a company formally brings its members together to make significant decisions outside the usual yearly cycle. Getting EGMs right matters - the process is set out under the Corporations Act 2001 (Cth) and your company’s own rules, and those decisions can have real legal effect.

In this guide, we’ll explain what an EGM is, when you’d hold one, how to run the meeting properly, and the legal requirements you shouldn’t miss. We’ll also cover the typical documents you’ll need so your decisions stand up to scrutiny.

What Is an EGM?

An EGM (Extraordinary General Meeting) is a meeting of a company’s members (usually shareholders) that takes place outside the company’s Annual General Meeting (AGM). It’s used to consider business that can’t reasonably wait until the next AGM - for example, adopting or modifying a Company Constitution, appointing or removing directors, or approving a major transaction.

Unlike day-to-day board decisions, certain matters legally require member approval. An EGM provides the formal, legally recognised forum to put those matters to a vote.

How Do You Call And Run An EGM?

The Corporations Act sets out who can call a meeting, how much notice is needed, and the mechanics of voting. Your constitution can add detail, but it can’t override key statutory rules.

1) Who Can Call An EGM?

• The board: Directors can resolve to call an EGM when member approval is required.
• Members with 5% voting power: Members who hold at least 5% of the votes can require the directors to call a meeting, or call it themselves if the directors don’t act. This 5% threshold comes from the Corporations Act and is not changed by a constitution.
• The Court: In limited circumstances, a court can order a meeting to be called.

2) Give Proper Notice

Notices must go to all eligible members (and the auditor if applicable), and must clearly state the date, time and place (or technology for a virtual/hybrid meeting), the business to be considered, and the text of any proposed resolutions.

• Minimum notice period: At least 21 days’ notice to members for most meetings of a company’s members.
• Short notice: Can be used if members who hold at least 95% of the votes that may be cast at the meeting agree (note: different rules apply to certain public company meetings, including AGMs).
• Hybrid and virtual meetings: You can use technology to hold a hybrid or fully virtual meeting if permitted under the Corporations Act and your constitution.

3) Run The Meeting

• Quorum: The minimum number of members who must be present (in person or by proxy) is set by your constitution or, if you use replaceable rules, by the Act. For many companies, that is two members (or one member for a single‑member proprietary company).
• Chair: The chair of the meeting facilitates discussion, keeps order and ensures the correct procedures are followed.
• Voting: Ordinary resolutions usually pass by a simple majority of votes cast (>50%). Special resolutions require at least 75% of votes cast. Your constitution will specify the method (show of hands, poll, or both) and any proxy requirements.
• Minutes: Accurate, timely minutes must be entered into the company’s minute books. The Corporations Act requires companies to keep minute books; best practice is to retain them for the life of the company.

4) Implement The Outcome

• Resolutions passed at an EGM are binding on the company and members.
• File any required forms with ASIC (for example, officer changes or special resolutions modifying your constitution).
• Ensure any follow-on documents are executed correctly, including documents signed under section 127 where appropriate, or by a person with authority under section 126.

Common Triggers For An EGM

• Amending or adopting a Company Constitution
• Appointing or removing directors or the company secretary
• Approving a major acquisition, disposal or restructure
• Issuing shares, changing share classes or approving a capital raise
• Changing the company’s name or other key corporate settings

If a significant decision needs member approval and can’t wait, an EGM is the right tool. For a deeper dive into meeting mechanics, see this overview of Extraordinary General Meetings.

EGM Vs AGM: What’s The Difference?

It’s easy to mix up these two meeting types. The key differences are about timing and scope.

• AGM (Annual General Meeting): Public companies must hold an AGM annually to present financial reports, appoint or re-appoint the auditor, and allow members to ask questions. Proprietary companies generally do not need to hold an AGM unless their constitution requires one or members request a meeting.
• EGM (Extraordinary General Meeting): Called ad hoc to consider specific business that can’t reasonably wait. The agenda is focused on the particular resolutions proposed.

Think of the AGM as the regular check-in for public companies, while the EGM is your flexible tool for important decisions in between.

Legal Requirements To Get Right

There’s some core compliance you’ll want to nail so your meeting - and the decisions made - are legally sound.

Notice And Access

Give at least 21 days’ clear notice (unless the 95% short-notice threshold is met). Notices should be clear on logistics and the precise text of each proposed resolution. Make sure members can attend and participate - this includes providing proxy options where required and any dial-in or login details for hybrid/virtual meetings that your constitution permits.

Quorum And Chairing

Check your constitution for quorum numbers and chair appointment. If you rely on replaceable rules, the default quorum is two members unless you’re a single-member proprietary company, where one is sufficient.

Voting And Resolution Types

Match the resolution type to the decision being made. Ordinary resolutions cover most routine approvals. Special resolutions (at least 75% of votes cast) are required for major changes such as modifying the constitution, changing the company’s name or certain share capital changes.

Minutes And Record Keeping

Enter accurate minutes in the minute book within a reasonable time after the meeting. The Corporations Act requires companies to keep minute books - the safest course is to retain them for the life of the company. Minutes are crucial evidence if a decision is ever challenged.

ASIC Filings And Deadlines

• Changes to officers: Notify ASIC within the required timeframe (for example, director or secretary changes are typically lodged using the electronic equivalent of what used to be ASIC Form 484).
• Special resolutions modifying the constitution: Lodge the special resolution (and a copy of the updated constitution, if applicable) with ASIC within the statutory period.

Technology And Virtual Meetings

Hybrid and virtual meetings are generally permitted if your constitution allows and the technology gives members a reasonable opportunity to participate. If your constitution is silent or restrictive, consider updating your Company Constitution so you have flexibility.

Alternatives To A Meeting (For Proprietary Companies)

For many proprietary (Pty Ltd) companies, member decisions can be made by circulating resolution without holding a physical or virtual meeting - provided all entitled members sign the resolution. This can be a practical option for single‑member or closely held companies.

Directors’ Duties Still Apply

Even when members are voting, directors must continue to exercise their duties, including acting in the company’s best interests and with care and diligence. The business judgment rule in section 180(2) can protect directors who make informed, rational decisions in good faith.

Documents You’ll Need For An EGM

Running a compliant EGM is much easier when your paperwork is in order. At a minimum, plan for the following.

• Company Constitution: Your constitution sets the rules for notices, quorum, voting, proxies and chairing. If it’s outdated (for example, silent on hybrid/virtual meetings), consider refreshing your Company Constitution.
• Notice of Meeting: A clear notice that includes the time, place/technology, business of the meeting and the precise wording of resolutions.
• Proxy Form: A standard form allowing members to appoint a proxy if they can’t attend. Check what your constitution requires regarding format, lodgement and deadlines.
• Explanatory Memorandum (if needed): Background information to help members understand the proposals and why approval is being sought.
• Resolutions: Draft the exact wording in advance - including whether a resolution is ordinary or special - so voting is clear and unambiguous.
• Minutes: A template or plan for recording attendance, quorum confirmation, votes and outcomes. Ensure minutes are entered into the minute book promptly.
• Shareholders Agreement (if applicable): Where there are multiple owners, check any Shareholders Agreement for additional voting thresholds, pre‑emptive rights or notice requirements that sit alongside the Act and your constitution.

Depending on the resolutions, you may also need follow‑on documents (for example, director appointment letters, share issue documents, or amended registers). Make sure execution is handled correctly - many companies execute documents under section 127 or via an authorised officer under section 126.

Key Takeaways

• An EGM (Extraordinary General Meeting) lets members decide important issues between AGMs, such as director changes, major deals or constitution amendments.
• Directors can call an EGM, and members with at least 5% of voting power can require a meeting - that statutory threshold isn’t changed by a constitution.
• Give at least 21 days’ notice; short notice requires agreement from members holding at least 95% of votes (with additional limits for certain public company meetings).
• Match the resolution type to the decision: ordinary resolutions need a simple majority, while special resolutions require at least 75% of votes cast.
• Keep accurate minute books, follow your constitution and meet ASIC lodgement deadlines, including for officer changes and special resolutions.
• Have your core documents ready - Notice of Meeting, proxy forms, resolutions, minutes - and keep your Company Constitution and any Shareholders Agreement aligned with how you actually run meetings.

If you would like a consultation on holding an EGM or reviewing your company’s governance documents, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.