| MEETINGS
OF SHAREHOLDERS FOR ALL LIMITED COMPANIES IN IRELAND
| General Meetings |
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(a) Following a company formation, every company must
hold an Annual General Meeting once in every year. The
Annual General Meeting must be held in the State unless
all the members entitled to attend and vote consent
in writing to it being held elsewhere, or a resolution
has been passed at the previous Annual General Meeting
agreeing to hold it elsewhere, and provided that the
Articles of Association do not require that it shall
be held in the State. Where for example Table A of the
1963 Act applies, the Annual General Meeting cannot
be held outside the State.
(b) The members must receive 21 clear days’ notice
in writing of the meeting unless the auditors and all
members entitled to attend and vote agree to short notice.
The requirement of 21 clear days’ notice also
applies to an Extraordinary General Meeting at which
it is proposed to pass a Special Resolution
(c) A public company must give 14 clear days’
notice, and a private company must give seven clear
days’ notice, of any other Extraordinary General
Meeting. |
In the case of every company having a share
capital a member entitled to attend and vote at a general
meeting of the company is entitled to appoint any other person
(whether a member or not) to attend, speak and vote instead
of him. This right must be clearly stated in the notice calling
the meeting.
If proxy forms are issued they must be sent to all members
entitled to attend and vote.
Consent to Short Notice of Meetings
Care should be taken to ensure that where general meetings
or class meetings are held at less than the statutory or prescribed
notice and some of the members are not entitled to notice
(e.g. by reason of the fact that they are resident outside
a particular territory as defined in a company’s Articles
of Association), these members must give their consent if
they are entitled to attend and vote at such meetings.
Notice of Meeting to Auditors
Notice of all general meetings requires to be issued to the
auditors at the same time as notices are issued to members
of the company.
Legal Representative
It should be borne in mind that the Articles of most
companies provide that although the legal representatives
of a shareholder, are entitled to notice of general meetings
and class meetings, they are normally excluded from attending
and voting at such meetings.
Minutes of Meetings
Every company must cause minutes to be kept of all proceedings
of general meetings and directors’ meetings.
Where minutes have been signed by the chairman of the meeting
or of the following meeting, then, until the contrary is proved,
the meeting is deemed to have been duly held and convened
and all proceedings had thereat are deemed to be valid.
Minutes of general meetings must be open to inspection by
any member of the company, who may also require copies to
be furnished to him/her within seven days of a request to
do so.
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