Holding annual general meetings (AGMs)
This page is about the legal requirements for Victorian incorporated community organisations to hold an Annual General Meeting. It focuses on organisations that are incorporated as incorporated associations or companies limited by guarantee.
The information on this website is intended as a guide only, and is not legal advice. If you or your organisation has a specific legal issue, you should seek advice before making a decision about what to do.
What is an annual general meeting (AGM)?
An AGM is a meeting that must be held each year to which all the current organisation members (financially paid-up for the current year) are invited to attend. In general, the purpose of an association’s AGM is:
- if required, to elect new management committee members or directors and possibly new office-bearers (that is, the president/chairperson, treasurer and secretary) for the following 12 months;
- to report to members on the year, including financial performance and events;
- if your organisation is an incorporated association, to ensure the public officer (contact person) is up to date – may need to select new person if the current public officer is not keen to continue in this role;
- to propose and decide on any changes to the organisation’s constitution; and
- to discuss any significant issues relevant to members.
Do we have to hold an AGM?
Incorporated association
Yes. The Associations Incorporation Act requires every incorporated association to convene an AGM at least once each calendar year.
Company limited by guarantee
Yes - in most cases. The Corporations Act requires all public companies (a company limited by guarantee is a public company) to hold an AGM once every calendar year. The only exception is for public companies that have only one member.
When must our AGM be held?
Incorporated association
The Associations Incorporation Act requires an association to hold its first AGM within 18 months of the association’s incorporation - the incorporation date will be the date on your certificate of incorporation from Consumer Affairs Victoria.
After the first AGM, the association must hold an AGM once every calendar year, within 5 months of the end of the association's financial year. There are provisions in the Act to help determine an association's financial year. For example, if your organisation has a 1 July - 30 June financial year, it must hold the AGM before 30 November.
There are penalties that may apply if an incorporated association fails to hold its AGM in the required period (approximately $122.00 as at 1 July 2024).
Your organisation should also check its own rules for any requirements about the specific date, time and place of the organisation’s annual general meeting. Many organisations have a rule (similar to Model Rule 9(1) in the Associations Incorporation Regulations) that the management committee may decide these details.
It is a good idea to inform the treasurer and relevant staff or volunteers that deal with the finances of the organisation so that they can have the financial statement prepared in time for the AGM. For more information, see Running the organisation > Financial reporting. Planning ahead for your AGM is key!
Company limited by guarantee
A company must hold an AGM once every calendar year, within 5 months of the end of the company's financial year. A company's first AGM must be within 18 months of the date of registration (this is the date on the company's certificate of registration). There are special provisions in the Act for determining, and sometimes changing, a company's financial year. The Corporations Act makes it an offence for a company to fail to hold its AGM in the required period, and the penalty will be strictly enforced by ASIC (approximately $1,100.00).
If a company holds its first AGM before the end of its first financial year, there is no need to prepare financial reports (if they are required), but an auditor must be appointed. (Note: the Corporations Act requires an auditor to be initially appointed by the board within one month of the date of the company's registration. An auditor must then be appointed by members at the first AGM.)
As at 1 September 2010, even if your company is no longer required to have its accounts audited or reviewed, you must still appoint an auditor at the first AGM (and continue to have one). (For more information about recent changes affecting companies limited by guarantee, see the Financial Reporting section of this website.)
Tip: Before appointing the auditor, check whether they charge any fees when they are appointed. If your company's accounts are not going to be audited or reviewed, you may not want to pay an auditor a large amount of money simply for being appointed!
Your organisation should check its constitution for any requirements about the specific date, time and place of the organisation’s AGM.
What if we can't hold our AGM in time?
Incorporated association
There is provision in Victoria's Associations Incorporation Act for associations to apply to Consumer Affairs Victoria (CAV) for an extension of time to hold their AGM. Associations should apply to CAV before the date their AGM was due to be held, and a small fee must be paid. CAV has a discretion about whether or not they will grant an extension - don't just assume they will give it! A link to the form used to apply for an extension is included in the Related Resources section below.
Company limited by guarantee
There is provision in the Corporations Act for companies to apply to ASIC for an extension of time to hold their AGM. Companies must apply to ASIC before the date their AGM was due to be held and a small fee must be paid. ASIC has a discretion about whether or not they will grant an extension - don't just assume they will give it! A link to the form used to apply for an extension is included in the Related Resources section below.
How do we notify members of the AGM?
Incorporated association
You should give members notice that the AGM is to be held (including when and where) in accordance with the organisation’s rules.
For example, in Victoria's Model Rules, Model Rule 12 provides that members should receive notice of a meeting at least 14 days before the meeting. If your rules do not specify a time you should provide members with a reasonable amount of notice. Your organisation’s rules may also have additional requirements that relate specifically to AGMs. For example, Model Rule 9(2) states that the notice must identify the meeting as the AGM.
You should be careful to ensure that the notice requirements of your rules are complied with, as if the notice is not correctly prepared and served (that is, given to relevant members), then the subsequent meeting may be invalid.
Company limited by guarantee
The Corporations Act requires the directors of a public company to call the AGM and present the reports required (see below). The Act also provides that all of the 'replaceable rules' in relation to meetings of members (notice, quorum etc.) apply to the AGM. As the replaceable rules may be 'replaced' by your organisation's constitution, you should check your constitution to determine the rules that apply to meetings, and / or whether there are any special provisions relating to AGMs.
What is the usual procedure at an AGM?
Incorporated association
Check your organisation’s rules to see if they specify the usual (ordinary) business to be conducted at the AGM. For example, Model Rule 9(3) says that the ordinary business of the annual general meeting is:
- to confirm the minutes of the previous annual general meeting and of any general meeting held since that meeting;
- to receive reports from the management committee about transactions undertaken by the organisation during the last financial year;
- to elect officers of the organisation and the ordinary members of the management committee, and
- to receive and consider the annual statement of the organisation (see Running the Organisation > Financial reporting page for information abut the annual statement).
Some organisation’s also have provisions in their rules for the conduct of ‘special business’ at the AGM and the notice requirements for this kind of business.
The agenda of your organisation’s annual general meeting should be essentially similar to the agenda of a general meeting, however a few extra items might appear. A typical agenda for the AGM might include:
- Welcome
- Apologies
- Confirmation of minutes of the previous AGM
- Business arising from the minutes
- Correspondence
- Chairperson's report
- Treasurer's report and presentation of audited financial statement
- Chairperson stands aside if required (for example, if seeking re-election)
- Election of Office Bearers
- General business
- Guest speaker
- Date of next meeting
- Close and refreshments
The other procedures for an AGM - such as rules relating to quorum, voting, electing management committee and office bearers - may be the same as for general meeting of your organisation. Check your organisation’s rules.
Company limited by guarantee
The Corporations Act sets out matters that may be considered at a company's AGM, even if they are not included on the agenda. These include:
- the consideration of the annual financial report, directors' report and auditor's report of review or audit, if required (for further information see Running your organisation > Financial reporting);
- the election of directors;
- the appointment of the auditor; and
- the fixing of the auditor's remuneration.
The Corporations Act also gives members some rights to ask questions of directors and auditors at an AGM.
You should also check your company's constitution which may set out other matters that must be considered at an AGM, for example fixing membership fees, appointment or re-appointment of directors. The AGM may also be an opportunity for members to consider special resolutions although the notice requirements for these must be complied with.
As mentioned, the Corporations Act provides that all of the replaceable rules in relation to the running of meetings of members (e.g. that deal with notice, quorum, voting rights etc.) apply to the AGM. You should check your company's constitution to determine the rules that apply to AGMs.
What do we have to do after the AGM?
Incorporated association
Within 1 month after an organisation’s AGM, the public officer must lodge the financial statement with Consumer Affairs Victoria (CAV) with a fee. For more information about financial statements, see Financial reporting.
The organisation's public officer should also notify CAV if the details of the public officer have changed. There may be some follow-up in relation to out-going committee members such as alteration of bank signatories and handing over documents.
You will need to make sure the meeting minutes are kept securely for approval at the next AGM.
Company limited by guarantee
The Corporations Act requires a company to report to the Australian Securities and Investments Commission (ASIC) by lodging its financial, director's and auditor's reports of review or audit (if required), and an annual 'review fee' at the end of every financial year. For more information about financial reports, reviews and audits, see Financial reporting.
A company must also notify ASIC of any changes of directors or secretary within 28 days.
A company is also required to review a statement of its company's details which will be send to them by ASIC and to notify ASIC of any changes to the details.
You will need to make sure the meeting minutes are kept securely for approval at the next AGM.
Related legislation
Incorporated association
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This is the Act that regulates Victorian incorporated associations. Part VI - sections 30, 30A and 30B deal with annual general meetings.
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This link is to the Regulations, which set out some of the detail of the legal requirements for Victorian incorporated associations. The Model Rules are in the regulations at Schedule 4.
Company limited by guarantee
Related links - Australian Securities Investments Commission (ASIC)
Related links - Consumer Affairs Victoria (CAV)
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On this page under 'Annual General Meeting', CAV provides basic information about AGMs and a link to the form to apply for an extension of time to hold an association's AGM. Online filing is available.
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Some Victorian organisations use these rules. However, you should check your association's rules to determine the requirements for your incorporated association.