Shareholder General Meetings: Ireland & England + Free PDF Checklist
General meetings are where shareholders exercise their most significant powers: approving accounts, electing directors, passing special resolutions. A defective notice or a missed filing deadline can invalidate everything decided at the meeting, and the rules differ more than most people expect between Ireland and England.
This is a summary of the key differences. The full step-by-step checklist, with every statutory reference and filing deadline, is in the PDF below.
The two statutes
Ireland operates under the Companies Act 2014. England and Wales under the Companies Act 2006. They share a common legislative heritage but have diverged considerably since Ireland enacted its own consolidated code. Assuming the rules are identical is one of the most common sources of procedural error in practice.
Three differences worth noting
Written resolutions
In Ireland, a written resolution requires unanimous member consent. Where any member withholds consent, a general meeting will need to be convened instead. In England and Wales the threshold matches the resolution type:
Simple majority for ordinary resolutions
75% for special resolutions
Neither jurisdiction permits written resolutions to remove an auditor. England also excludes the removal of a director.
AGM obligations
The position differs between the two jurisdictions:
Ireland (CA 2014, s 175): private companies must hold an AGM within nine months of the financial year end
England and Wales (CA 2006, s 336): private companies have no statutory AGM obligation unless their articles require one. Public companies must hold one within six months of the financial year end
Minimum notice periods are the same in both: 21 days for an AGM, 14 days for other general meetings. Where the meeting type is misidentified, the wrong notice period follows, and a notice issued for too short a period will be defective.
Filing after the meeting
Special resolutions must be filed within 15 days of passing in both jurisdictions:
Ireland: at the Companies Registration Office
England and Wales: at Companies House
Where a resolution alters the company's constitution or articles, the amended document must be filed alongside it. These are fixed statutory deadlines.
A note on proxies
Proxy handling is a common source of procedural difficulty. In both jurisdictions, proxy instruments must be received before the meeting. The statutory default is 48 hours before commencement, though a company's articles may specify a different period.
A proxy form received after that deadline has no legal effect, regardless of whether the proxy holder attends. The chair has no discretion to waive a deadline set by the articles or the statute. It is worth confirming in advance:
The deadline set in the articles, which may differ from the statutory default
That all proxy forms are date and time stamped on receipt
That any invalid proxies are identified before the meeting opens
Minutes and retention
Minutes of general meetings must be retained for a minimum of 10 years in both jurisdictions and must be available for member inspection on request. The key requirements:
Minutes must record the names of directors present, all resolutions passed, and the results of any polls
They must be signed by the chair of that meeting or the chair of the next
They must be kept at the company's registered office or a place notified to the relevant registry
Members are entitled to inspect minutes of general meetings free of charge
What the full checklist covers
The PDF works through every stage in order:
Preparation and written resolution decisions
Drafting and issuing the notice with the correct period
Document inspection obligations in the days before the meeting
Proxy receipt and verification
Conduct on the day and quorum requirements
Post-meeting filings at the CRO or Companies House
Retention and member inspection obligations
Each step carries the relevant statutory citation and flags where the Irish and English rules diverge. It is designed to be used by the person running the meeting.
Download it below.
Article written by
Veridraft Admin
