Overview of a Shareholders’ Resolution in Lieu of an Annual General Meeting (AGM)

What is a Shareholders’ Resolution in Lieu of an Annual General Meeting (AGM)?

A Shareholders’ Resolution in Lieu of an Annual General Meeting (AGM) is a written resolution for companies to approve matters that would otherwise be approved at an annual general meeting (AGM).

Decisions that are normally required to be made at an AGM e.g. the approval and adoption of annual accounts, the appointment and removal of directors or auditors, and declaration of final dividends (if any) can be approved in writing if the shareholders choose not to convene and hold an AGM.

When it is duly passed, a Shareholders’ Resolution in Lieu of an Annual General Meeting (AGM) has the same effect as if it was adopted at a duly constituted meeting.

Key points included

  • 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.

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