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).
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.
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:
Directors' Resolution for Bank Account Opening
Shareholders' Resolution to Appoint or Change Company Auditors Due to Resignation
Directors' Resolution to Change Financial Year End
Directors' Resolution to Appoint First Auditors
Shareholders' Resolution to Alter Articles of Association
Directors' Resolution to Appoint Directors and/or Acknowledge Resignation of Directors
Shareholders' Resolution to Remove Need for an Annual General Meeting (AGM)
Shareholders' Resolution to Change Company Name