Holding Extraordinary General Meetings in Ireland

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Holding Extraordinary General Meetings in IrelandAn Extraordinary General Meeting (EGM) is any meeting of the Company other than an Annual General Meeting (AGM). The Directors of the Company may convene an EGM when appropriate or when they require prior approval from its members before taking a certain action.

The Directors of the Company may also be legally obliged to call an EGM in specific cases.

When are EGMs convened?

EGMs must be convened when:

  • The Company’s net assets are less than 50% of its called up share capital; or
  • The Company is approving the appointment of a Liquidator;

EGMs may be convened when amending the authorised share capital of the Company, changing the Company name, or amending the Memorandum and Articles of Association of the Company. Alternatively, these may be passed by a resolution of the members if permitted in the Articles of Association of the Company. Such matters may also be considered under ‘special business’ at an AGM.

Notice Of The EGM

The Companies Act, 1963 provides the following notice periods:

  • Passing an Ordinary Resolution
    • Private company limited by shares – 7 days
    • Company limited by shares not being a private company – 14 days
    • Company limited by guarantee – 14 days
  • Passing a Special Resolution
    • 21 days notice required for all Companies

Notice should also be given to all directors and must specify the date, time and place of the EGM, the agenda and the right to appoint proxies.

The EGM must be conducted in accordance with the notice of the meeting and may be convened at short notice on the agreement of all of the members of the Company entitled to attend and vote at the meeting.

Business Conducted At An EGM

The business conducted at the EGM is shown on the agenda.

If any special resolution is to be passed, the agenda must state that it is proposed as a special resolution and the exact wording of the resolution should be given.

Proxy Forms

Every member of a company limited by shares who is entitled to attend and vote at general meetings may appoint a proxy. The proxy need not be a member of the company. The proxy may speak, vote, or demand a poll at the meeting.

In the case of a company limited by guarantee there is no statutory right to appoint proxies however the Articles of Association may permit them.

The Extraordinary Meeting

No business shall be transacted at an EGM unless a quorum of members is present at the time when the meeting proceeds to business. The Companies Act, 1963 state the following to be a quorum:

  • Private Company limited by shares – 2 members
  • Company limited by Guarantee and not having a share capital – 3 members

The quorum may be amended in the Company’s articles of association.

If applicable, the members will vote on the Special Resolution either by a show of hands or by voting cards.

Minutes of the meeting must also be taken. Once the Minutes are signed by the Chairman they should be inserted in the Minute Book of the Company.

Shareholders Request For An EGM To Be Held

Section 132 of the Companies Act, 1963 states that a member, or several members, of a Company, who collectively hold 10% or more of the issued share capital with voting rights in the Company may request that the Directors of the Company call an EGM.

If the directors fail to convene the EGM, the members representing over half the voting rights of the requisitions may convene a meeting.

Where it is not feasible to call an EGM or to conduct the meeting in accordance with the Articles of Association or the Companies Acts, any member entitled to vote at the meeting may apply to the High Court, and the Court may order that such a meeting be held as appropriate.

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