AGMs and General Meetings in Ireland: Companies Act 2014 Rules for Private Companies

This guide focuses on private companies limited by shares (LTDs). Under the Companies Act 2014 they must hold an annual general meeting (AGM) each year, but an LTD can dispense with it if its members sign a written resolution instead. This guide sets out what the official sources we read say about AGMs, other general meetings, notice, resolutions and minutes, so that directors and company secretaries know what to diarise. It is a general overview, not legal advice.

Many of these tasks fall to the company secretary, and our guide to company secretary duties under the Companies Act 2014 covers that role in more depth. Here we focus on the meetings themselves.

The AGM requirement

The Companies Registration Office (CRO) page on resolutions and meetings (last modified 7 November 2025) says that a company must hold an AGM each year, with no more than 15 months between one AGM and the next, and that the first AGM must be held within 18 months of incorporation. The text of section 175 on the Irish Statute Book, in the enacted version, says the same. The CRO adds that any general meeting other than an AGM is an extraordinary general meeting.

The CRO page lists what an AGM normally deals with, including the financial statements and directors' report, a review by members of the company's affairs, dividends and auditor matters (subject to audit exemption). The Office of the Director of Corporate Enforcement (ODCE) guidance describes the AGM as a meeting where members can ask questions and obtain information about the company.

Can a private company skip the AGM?

Yes, in some cases. According to the CRO, an LTD need not hold an AGM if all members entitled to attend and vote sign a written resolution before the meeting date. The resolution must acknowledge receipt of the financial statements, deal with the matters an AGM would resolve, and confirm that there is no change to the statutory auditor. The enacted text of section 175 describes the same three elements.

• LTD with more than one member: every member entitled to attend and vote must sign. The ODCE guidance says the resolution is approved before the latest date by which the AGM would have to be held and has the same effect as one passed at an AGM.
• Single-member company: the ODCE guidance says the sole member may decide in writing not to hold an AGM, and the company must still send the financial statements and other usual documents.
• Other company types: the CRO says all other company types must hold an AGM if they have two or more members. The ODCE guidance specifically says a company limited by guarantee with more than one member cannot dispense with it.

The two ODCE FAQ pages we read are marked as no longer active, with users directed to the Corporate Enforcement Authority, and the ODCE AGM quick guide carries no date. We therefore treat them as background and give priority to the CRO's more recent page.

If a company fails to hold an AGM, the enacted text of section 175 allows the Director of Corporate Enforcement, on a member's application, to order a meeting, and classifies the failure as an offence. The same section says a meeting held outside the normal year is not treated as that year's AGM unless the company so resolves, and that a copy of that resolution must be delivered to the Registrar within a stated period. Check the current text before relying on these details.

Notice and where to hold the meeting

The CRO says notice must go to every member, every director and the secretary, plus the personal representative of a deceased member and any appointed auditor. It gives 21 days' notice for an AGM and for any meeting passing a special resolution, and 7 days for other general meetings. Short notice is allowed if all entitled members and any appointed auditors agree. The ODCE guidance adds that the 21 days exclude the day the notice is sent and the day of the meeting, and that notice normally includes the date, time and place, the agenda, the financial statements with the directors' and auditors' reports, and information about proxies. Electronic notice depends on what the company's rules allow.

On location, the CRO says an AGM may be held outside the State with unanimous agreement, and otherwise members must be able to take part by technological means without leaving the State. The ODCE guidance puts it slightly differently, tying it to the articles of association as well as the agreement of all members. Because the two pages are not worded identically, check your own constitution.

Quorum, proxies and adjournments

• Quorum: the default is two people, or one in a single-member company, unless the constitution says otherwise (CRO and ODCE).
• If no quorum: the ODCE FAQ says that if a quorum is absent 15 minutes after the start, no business is transacted and the meeting is adjourned. If a quorum is still absent half an hour after the scheduled start of the reconvened meeting, the members present form the quorum.
• Proxies: a member entitled to attend and vote may appoint a proxy, who has the member's rights to attend, speak and vote but, per the ODCE FAQ, cannot chair the meeting.

Resolutions and written resolutions

The CRO explains that an ordinary resolution needs a simple majority of votes cast, and a special resolution needs at least 75% of votes cast. Written resolutions can replace a meeting:

• Unanimous written resolutions are signed by all entitled members and, under the 2014 Act, are available to all LTD companies.
• A majority written ordinary resolution takes effect seven days after the last signature, and a majority written special resolution takes effect 21 days after the last signature unless members waive that period or the resolution specifies a date.
• Majority written resolutions need more than 50% (ordinary) or more than 75% (special) of the total voting rights of all the members. They cannot be used by PLCs, CLGs or unlimited companies. The CRO also says a resolution to remove an auditor or director cannot be passed by written resolution, whether unanimous or majority.
• A resolution may consist of several identically worded documents, each signed by one or more members.

In a single-member company the CRO says the sole member can exercise all general meeting powers without a meeting, except removing an auditor.

Filing resolutions with the CRO

A special resolution must be filed with the CRO within 15 days of being passed, using Form G1, and the CRO page lists other resolutions that must be filed, including those changing share capital, allotting shares, winding up voluntarily or altering share rights. Filing a resolution is separate from the annual return; see our guide to CRO annual return and B1 filing for that obligation.

Minutes

The CRO page we read does not address minutes. The ODCE FAQ (undated, and on a site marked as no longer active) says companies must keep minutes of general meetings and directors' meetings, that minutes are signed by the chair of the meeting or of the next meeting, and that members may inspect and obtain copies of general meeting minutes and resolutions but have no statutory right to see directors' minutes. We have not reviewed the statute text on this point, so confirm the current position in the Act or with the Corporate Enforcement Authority.

A practical approach: keep one signed set of minutes in a minute book (or equivalent), file written resolutions with the minutes, and record the notice date and method for every meeting. Our suggestion: build a simple annual calendar that works backwards from the 15-month limit, the notice period, and the date the financial statements will be ready.

Why it matters for directors

Meetings and resolutions form part of the wider framework of director responsibilities. Our summary of directors' duties in Ireland sets out how these obligations fit together. Dublin-based boards and company secretaries should keep the company's constitution to hand, because it can change defaults such as quorum.

Learnsignal's offices are off Baggot Street in Dublin, and we offer in-person training from there. For current details, see our CPD pages.

Frequently asked questions

Does my private company have to hold an AGM every year?

According to the CRO, an LTD need not hold one if all members entitled to attend and vote sign a written resolution before the meeting date covering the specified matters. Without that resolution, the AGM must be held, with no more than 15 months between meetings.

How much notice is needed for an AGM?

The CRO says 21 days for an AGM or any meeting passing a special resolution, and 7 days for other general meetings. Shorter notice needs agreement from all entitled members and any appointed auditors.

Can I pass a special resolution in writing?

The CRO says yes. A unanimous written resolution is signed by all entitled members, and a majority written special resolution takes effect 21 days after the last signature unless waived or a date is specified. The CRO says a resolution to remove an auditor or director cannot be passed by written resolution.

Must a special resolution be filed?

The CRO says a special resolution must be filed with the CRO within 15 days using Form G1.

Can a sole member act without holding a meeting?

The CRO says a sole member can exercise general meeting powers without a meeting, except for removing an auditor. Check the constitution and keep a written record.

This guide reflects the sources and dates stated above. Confirm the current rules before acting.