General Meetings

A company must hold an annual general meeting in every calendar year. A single-member company may dispense with the holding of an annual general meeting.

The annual general meeting is to be held in the State unless all members entitled to attend and vote consent to it being held outside the State. At least 21 days’ notice is required of an annual general meeting.

All meetings which are not annual general meetings of the shareholders, are extraordinary general meetings. The directors may convene an extraordinary general meeting if they consider it appropriate. Members holding 10% or more of the paid-up share capital of the company may request the directors to convene an extraordinary general meeting. At least seven days’ notice is required of an EGM.

A limited company all of whose members who are entitled to attend and vote may sign a written resolution prior to the due date for holding the requisite meeting to dispense with holding it. They must deal with certain matters which are required to be dealt with in the annual general meeting by way of written resolution in this case.

Meetings

The directors are obliged to convene general meetings of the company. The annual general meeting is required every calendar year. Not more than 15 months is to pass between two annual general meetings.

Certain matters must be dealt with at the AGM.Directors are obliged to arrange that the audited (where required) financial statements are laid before the shareholders at every AGM. There are also obliged to annex the directors’ report

Certain transactions with directors must be approved by the shareholders in general meeting. This is in addition to and not in substitution for the directors; general fiduciary duties which apply in any event.