Do I need to have an Annual Meeting for my Corporation?

Blog by Fuel Accountants

Yes you do.  If your business is incorporated then you are required to have at least one meeting a year of your shareholders. It’s typically called the Annual General Meeting (AGM) and it has a few things that you have to do at it:

  1. Receive the financial statements of the corporation, signed by the Directors
  2. Appoint an auditor, or decide not to appoint an auditor for the coming year
  3. Approval of the minutes of the last shareholders meeting (if applicable)
  4. The appointment of Directors (if necessary – you do not need to reappoint Directors each year – their term is indefinite unless your Bylaws have a term limit)

It doesn’t have to be a big affair or even a meeting – it can simply be a “resolution” signed by all shareholders eligible to vote at an AGM.  But if you do have a meeting (it can be virtual) you need to ensure that proper notice is given and that all shareholders are invited in accordance with your bylaws and your governing legislation.  You must document the decisions made or actions taken at all shareholder meetings (known as “minutes”).  The minutes of the meeting should be signed by the Chairman of the Board and Secretary (if appointed).

It is the responsibility of the Directors of the corporation to hold an AGM (or obtain a resolution in lieu of a meeting).  Your first AGM needs to be no later than 18 months after incorporation.  Subsequent AGMs should be no later than 15 months after the last one, and no later than 6 months after the end of your financial year.

NOTE: Requirements vary by location.  Please consult your appropriate Business Corporations Act/Companies Act (or similar legislation) or a lawyer for specific advice.

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