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Annual general meeting (AGM) rules for private companies

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Every company other than an OPC must hold an annual general meeting each year under Section 96. It is where shareholders adopt the audited accounts and handle the year's ordinary business. Most of the yearly ROC deadlines run from the AGM date.

When to hold it

  • First AGM: within nine months of the end of the first financial year.
  • Later AGMs: within six months of the end of the financial year, normally by 30 September, and not more than 15 months after the previous AGM.
  • The Registrar can extend the deadline by up to three months for special reasons (not for the first AGM), on application in GNL-1.

Notice, quorum and venue

  • At least 21 clear days' notice to members, directors and the auditor.
  • Shorter notice is allowed with the consent of members holding at least 95% of the voting power.
  • Quorum for a private company is two members personally present, unless the articles say more.
  • Held during business hours on a day that is not a national holiday, at the registered office or in the same city.

Ordinary business

  1. 1.Adopt the financial statements and the reports of the board and auditors.
  2. 2.Declare dividend, if any.
  3. 3.Appoint directors in place of those retiring.
  4. 4.Appoint or fix the remuneration of auditors.

Anything else is special business and must be explained in the notice.

Frequently asked questions

No. Section 96 exempts One Person Companies.

MCA has allowed AGMs through video conferencing by circulars. Check that the relevant circular still applies for the year.

This guide is general information, not legal advice. Government fees and procedures change; confirm current figures before you file.

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