Shareholders' Resolution in Lieu of an Annual General Meeting (AGM)

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What is it?

A Shareholders' Resolution in Lieu of an Annual General Meeting (AGM) is a resolution for companies that have dispensed with the requirement to hold an annual general meeting (AGM).

Why do you need it?

Companies that have removed the requirement to hold an AGM must still make decisions that are normally required at an AGM. Such decisions include the acceptance and adoption of financial statements of the company, the reappointment of auditors and directors, or the appointment of new auditors and directors. A written resolution may therefore be used in lieu of a meeting.

For example, if the shareholders of your company reside in different parts of the world, it may not be practical to have them all attend a meeting. Instead of an AGM, you can use a Shareholders' Resolution in Lieu of an Annual General Meeting (AGM). When passed, this resolution has the same effect as if it had been adopted at a duly constituted meeting.

Key clauses to watch for:

When drafting a Shareholders' Resolution in Lieu of an Annual General Meeting (AGM), it is important to focus on a number of key clauses, in particular:

  • Details of the company;
  • Year of the audited financial statements;
  • Name of the current auditors;
  • Whether to keep the same directors for the forthcoming year;
  • Number of member shareholders/members;
  • Shareholders signing this resolution; and
  • Date of this resolution.

Shareholders' Resolution in Lieu of an Annual General Meeting (AGM) Document