Holding an AGM

trmartin

I am a director of a limited company that has mostly overseas shareholders.

Arranging an AGM in a location that suits everybody has always been problematic in the past (our Articles of Association allow us to hold it outside the State).

One shareholder has asked the question: do we need to hold a physical meeting or can a telephone conference call suffice?

Any thoughts?

trmartin

pedroeibar1

The answer depends on what is contained in your company’s Articles of Association, not what you can be told here.
You should (a) know your shareholders well enough to know what they expect and (b) the Articles of Association of your company will tell you what is required and legally permitted. The Articles will (should) state if a teleconference is allowable. Also they should state how voting on the resolutions can be done (hard to do a show of hands by phone!)

There are many questions that need to be asked/answered, for example:
What constitutes a quorum?
Do you need X number of members to be physically present?
What resolutions need to be approved/passed at the AGM?
Are they ordinary, special or written resolutions? What rules govern them?

There are two key issues here (i) keeping your shareholders onside and (ii) complying with legal requirements. Very dangerous to get either of them wrong.