In Australia, a notice of annual general meeting for a company must go out at least 21 days before the meeting. It must state the date, time and place, the general nature of the business, and the exact wording of any special resolution. It must also tell members they can appoint a proxy.
Those requirements come from the Corporations Act 2001, and they aren't a formality. If the notice period is short or a required item is missing, decisions made at the meeting can be challenged, and some may have to be made again.
Notice of AGM template, Corporations Act compliant, in Word and PDF, $29. Get the template →
01 What is an annual general meeting?
An annual general meeting (AGM) is the yearly meeting of a company's members. At it, the financial reports are presented, directors are elected or re-elected, the auditor is appointed and paid (where needed), and members get the chance to ask questions about how the company is run.
Which companies must hold one?
Public companies must hold an AGM at least once every calendar year, and within five months after the end of their financial year. For a company with a 30 June year end, that means by 30 November. This includes companies limited by guarantee. There are two main exceptions:
- Registered charities. A company limited by guarantee that's registered with the ACNC doesn't have to hold an AGM under the Corporations Act, though its constitution may still require one.
- Single-member public companies don't need to hold one.
Proprietary (Pty Ltd) companies don't have to hold an AGM at all, unless their constitution says they must.
02 What must be included in an AGM notice?
Section 249L of the Corporations Act sets out what a notice of meeting must contain. In practice, an AGM notice should include:
- The company's name and a statement that this is the annual general meeting
- The date, time and place, or for a hybrid or virtual meeting, enough detail for members to join online
- The general nature of the business to be dealt with
- For any special resolution, a statement that it will be proposed, and its exact wording
- The proxy statement: that members can appoint a proxy, whether the proxy must be a member, and that a member with two or more votes can appoint two proxies
- How and when to lodge a proxy form
- The date of the notice and who signs it, usually the company secretary or a director
- Attachments: the proxy form, explanatory notes on each resolution, and a link to the annual report
Listed companies have extra requirements, including the vote on the remuneration report. The law also requires the notice to be clear, concise and effective, so dense legal wording that hides the point can itself be a problem.
Every item on this list is already set out in our template. Get the notice of AGM template →
03 How much notice is required for an AGM in Australia?
| Meeting | Minimum notice | Shorter notice allowed? |
|---|---|---|
| AGM, unlisted company | 21 days | Yes, if all members entitled to attend and vote agree in advance |
| Other general meeting (sometimes called an EGM) | 21 days | Yes, if members holding at least 95% of the votes agree in advance |
| Listed company | 28 days | No |
| Meeting to remove a director of a public company, or to remove an auditor | 21 days | No |
Do you have to give 21 days' notice for an AGM?
Yes, unless every member entitled to attend and vote agrees to shorter notice before the meeting. For a listed company, the minimum is 28 days and it can't be shortened.
How to calculate 21 days' notice for an AGM
Count 21 full days between the day the notice is treated as given and the day of the meeting, and don't count either of those two days. Then work out when the notice counts as given. Unless your constitution says otherwise, a posted notice is treated as given 3 days after posting, and an emailed notice on the business day after it's sent.
A worked example, for an AGM on Thursday 26 November 2026:
- The 21 full days run from 5 to 25 November, so the notice must be treated as given by Wednesday 4 November.
- By email, send it by Tuesday 3 November.
- By post, post it by Friday 30 October.
Rule of thumb: send the notice at least 28 days before the meeting and you won't be caught out by the counting.
When should an AGM notice be issued?
Plan backwards from the five-month deadline. For a 30 June year end, the AGM has to be held by 30 November. Allow time for the audit and annual report, board approval of the notice, and at least 21 days' notice. In practice, that means finalising the notice in October.
04 Who is entitled to receive notice of an AGM?
The notice must go to:
- every member entitled to vote at the meeting (for joint members, the one named first in the register is enough)
- every director
- the company's auditor
You can give notice personally, by post to the address in the register, or electronically. Since the 2022 changes to the Corporations Act, companies can send notices by email or send a link to them online, although members can still ask for a paper copy. Your constitution may add other rules about how notices are sent.
05 How to write a notice of AGM: step by step
- Check your constitution. Look at its notice period, quorum, proxy deadline and any rules on virtual meetings. They can be stricter than the Act.
- Set the date and the place or platform. Make sure it falls within the five-month deadline and leaves room for at least 21 days' notice.
- Draft the agenda and the wording of each resolution. Write out any special resolution in full.
- Prepare the proxy form and explanatory notes. Explain each resolution in plain English, and set the proxy deadline (often 48 hours before the meeting).
- Have the board approve the notice. Record the approval in a director resolution or the board minutes.
- Send it and keep proof. Send it at least 21 days before the meeting to every member, director and the auditor, and keep a record of when and how it was sent.
06 AGM vs EGM: what's the difference?
The Corporations Act only talks about "general meetings". The AGM is the one a public company must hold each year. "EGM" (extraordinary general meeting) is an informal name for any other general meeting, called when something needs a members' vote between AGMs, such as changing the constitution or approving a major transaction.
An EGM also needs at least 21 days' notice, or 28 days for a listed company. Shorter notice is possible if members holding at least 95% of the votes agree. EGMs aren't mandatory. You hold one only when a decision requires it, or when members with at least 5% of the votes ask the directors to call one. Our template works for both.
07 What happens if an AGM is held late?
A public company that misses its AGM deadline breaches section 250N of the Corporations Act. This is a strict liability offence, and ASIC does prosecute. In one round of prosecutions, several companies were convicted and fined for failing to hold AGMs alongside other reporting failures (ASIC media release 22-022MR). If you've missed the date, hold the AGM as soon as you can, and get advice if the delay is significant.
How to apply for an extension
A public company can ask ASIC for more time under section 250P, but the application must be lodged before the deadline. Once the deadline has passed, ASIC can't grant an extension. Unlisted companies can use Form 2501, and listed companies apply through the ASIC Regulatory Portal. ASIC generally grants an extension only when the delay is outside the company's control and the extension is in members' interests. Its criteria are set out in Regulatory Guide 44.
08 Common AGM notice mistakes
- Counting the 21 days wrongly. Counting from the posting date instead of when the notice is treated as given, or counting the meeting day itself.
- Leaving out the proxy statement. It's a legal requirement, not a courtesy.
- Not stating the exact wording of a special resolution. A summary isn't enough. The resolution must be set out in full.
- Leaving a member or the auditor off the list. The auditor is easy to forget, and so are members whose details have changed.
- No joining details for a virtual or hybrid meeting. Members need enough information to take part.
- Using a template written for a club or for UK law. Notice periods, proxy rules and terms like "clear days" differ, and the result may not comply with the Corporations Act.
09 Running an AGM for a club, association or strata scheme?
Incorporated associations and strata schemes aren't governed by the Corporations Act. They follow their state's associations or strata laws and their own rules or by-laws, and the notice periods and required content are often different. Check your state's legislation and your constitution or rules before you send a notice. Our template is designed for companies under the Corporations Act, including not-for-profit companies limited by guarantee.