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notice of agm etc

  • 12-02-2010 9:39am
    #1
    viztopia
    Closed Accounts Posts: 770 ✭✭✭


    I have checked my companys articles of association and they state that i must give no less than 14 days notice to an agm. i have given the required 14 days notice to the other directors/shareholders (i am company secretary and majority shareholder) and they have come nack to me stating that i have to give 21 days notice in line with the companies act. i have refferred them to the articles of association and they wont agree. also i have not yet sent out the annual accounts as it is my intention to present these at the annual accounts. again a sharholder has told me that i shoudl send these out with 21 days notice. is this true? this particular sharholder is going to cause me a lot of trouble so when we are approving the accounts do we need a majority to approve or 100%? i would have thought we just need a majority.


Comments

  • #2
    dbran
    Registered Users, Registered Users 2 Posts: 2,094 ✭✭✭dbran


    Hi Viztopia

    I think your shareholder is right.

    If you look at S133 CA 1963, it states that the minimum notice is 21 days. Anything in the articles which gives a shorter notice period is void. The shareholders must agree to waive their entitlement to 21 days notice.

    I do not believe this extends to the accounts however as you are just required to lay them before the AGM.

    The accounts are usually a statement of fact so it would be unusual for them not to be approved. If there is going to be trouble then they should be audited. It would usually be an ordinary resolution which will require >50% and as you are a majority shareholder this should be an academic exercise.

    Kind Regards


    Dbran


  • #3
    antoinolachtnai
    Registered Users, Registered Users 2 Posts: 9,815 ✭✭✭antoinolachtnai


    I'd say he's going to have to have 21 days notice to read the accounts? Not sure though.

    Strictly, strictly speaking, more than 21 days notice is required. It's around 24 or 25 days notice in practice, because you have to allow an extra day at the beginning, an extra day at the end, and a day for the notice to travel by post. If there is a public holiday in between that could add an extra day or two. There are a bunch of technical things about this if people decide to get pernickety.

    In practice, you should try and agree a date with this other party in advance, to minimise the amount of trouble.

    If you really need to, you can push these things through. However it's better to do as many things as possible the nice way.

    Even if you are going to have a stand-up row at the AGM. it's better to at least agree on a date and location for the AGM if you can at all.

    In my view, you should be sure to give the shareholder an opportunity to express their grievance if they have one, even if you can't do anything to resolve it at the time.


  • #4
    ICT2007
    Closed Accounts Posts: 2 ✭ICT2007


    Hi,
    Save your energy for real issues. The 12 or 21 days is not worth wasting time on. Give written notice for 21 days and include copy of accounts. Confirm that date is good for all concerned. Also include an agenda for running points of the meet and be sure to have meeting minuted and distribute minutes very quickly after meet.

    If your accounts are not audited I'd strongly recommend you get them done. May help prevent/reduce any issues. If you have an accountant / auditor get him/her to attend the AGM to answer audit points from the floor.

    You say you're the primary shareholder, so not knowing the situation other stake holders may simply feel out of control. So the more clean / impartial info you can give them all the better (to get them onside!).

    Good luck!


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