Ireland · Members, registers, meetings and resolutions

Holding a general meeting: the annual general meeting, notice, quorum, proxies and voting

the Companies Act 2014 · sections 175, 176, 176A, 178, 180 to 184 and 186 to 189

The requisition rule is the one companies handle badly. The directors must convene an extraordinary general meeting on the requisition of one or more members holding, at the date of deposit of the requisition, not less than 10 per cent of the paid-up capital carrying voting rights (section 178(3)). If the directors do not proceed to convene a meeting within 21 days after the date of deposit, to be held within 2 months after that date, the requisitionists may convene it themselves (section 178(5)). A board that debates the requisition rather than acting on it loses control of the meeting.

The second failure is notice. Save where the constitution requires longer, a meeting other than an adjourned meeting must be called on the notice section 181(1) prescribes for the meeting in question. Where a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of an original meeting, and only then is further notice unnecessary (section 187(6)). Proxies must be deposited at the place and within the period section 183(5) sets, together with the power of attorney or other authority or a notarially certified copy of it.

A company must hold a general meeting as its annual general meeting in each year, in addition to any other meeting in that year, and must specify the meeting as such (section 175(1)). Where the company resolves that a meeting is to be treated in the manner section 175(9) describes, a copy of the resolution must be delivered to the Registrar within 21 days after the date it was passed. Sections 176 and 176A govern the single-member position and the means by which a general meeting may be held.

Sections 180 to 184 govern the convening of meetings, the length and content of notice, the persons entitled to receive it and the appointment of proxies. Sections 186 to 189 govern quorum, the conduct and adjournment of proceedings, the votes of members and the demand for a poll. On a show of hands every member present in person and entitled to vote has one vote, subject to any rights or restrictions attached to a class of shares (section 188(2)).

Working files 26, 27, 28 and 29 of the IE-COMPANY agent toolkit cover this situation. Working file 26 works through the annual general meeting and the means by which general meetings are held. Working file 27 works through convening, requisitions and notice, with the dates of each. Working file 28 works through quorum, proxies and the conduct of the meeting, and Working file 29 works through voting, the show of hands and any poll demanded. Each file asks for the notice, the attendance record and the minutes as evidence.

• Working file 26 · The annual general meeting and the means of holding general meetings
• Working file 27 · Convening general meetings and notice to members
• Working file 28 · Quorum, proxies and proceedings at general meetings
• Working file 29 · Votes of members and the demand for a poll

ComplianceSME tracks the Companies Act 2014 and updates the toolkit on your account through the Compliance Complete account, so that you are never working from a superseded version. Compliance Complete

• Company registers, the register of members and rights of inspection
• Written resolutions of members and registering resolutions
• Using the Summary Approval Procedure

The Irish library holds all 75 situations →