Extraordinary General Meeting (EGM) Board Pack

Under Irish law, a company can typically be wound up in one of three ways:

– by a resolution of its members following the making of a declaration of solvency by the directors of the company;

– by resolution of the members ratified by the creditors of the company; and

– by an order of the High Court.

In this section, we will be focusing on a members’ voluntary winding up.

A meeting of the directors will be convened at which the directors will approve the winding up of the company subject to obtaining the approval of the shareholders of the company. In order to obtain the approval of the shareholders of the company, a majority of the directors will need to sign a “Declaration of Solvency” setting out the financial position of the company and convene a meeting of the shareholders at which the shareholders will, having regard to the declaration of solvency, be asked to approve the winding up of the company and the appointment of a liquidator.

At the EGM of the company, resolutions will be put to the shareholders for the winding up of the company. Where a resolution is put to the shareholders as an ordinary resolution, it must be approved by in excess of 50% of the votes cast at the general meeting in order to be passed. By contrast, in order to pass a special resolution, it must be approved by in excess of 75% of the votes cast at the general meeting.

Note that the resolutions are passed by reference to number of “votes cast”. Many people make the mistake of thinking that the resolution must be approved by shareholders holding 50% or, as the case may be, 75% of the voting rights. This is incorrect. The percentages only refer to the percentage of votes cast at the general meeting either by shareholders in person or by the duly authorised proxies of shareholders.

A set number of days’ notice must be given to shareholders of an EGM. However, that notice period can be reduced with the consent of 90% or more of the shareholders and the company’s auditors. There are some exceptions to this however where extended notice of 28 days must be given.

Assuming that the notice of the meeting is validly served, the meeting can be convened if there is a quorum of shareholders present at the meeting.

A shareholder can attend and vote in person at general meetings of the company or can appoint a third party known as a proxy to attend and speak on his behalf at the general meeting. Proxies must be appointed in writing using a prescribed form.

At the EGM itself, votes will be cast by a show of hands, or where properly demanded, a poll can be carried out in which case shareholders will usually have one vote for each share they hold.

Once the EGM has concluded, appropriate returns will need to be made to the Companies Registration Office.

Full details in respect of each of the above matters are contained in the EGM pack. More specifically, the briefing with this pack includes a discussion on the following key areas of the process:

• Convening a meeting of the board of directors
• Declaration of Solvency
• Who can be liquidator to a company?
• Extraordinary General Meeting
• Giving Notice of an Extraordinary General Meeting
• Convening of Meeting
• Proxies
• Demanding a Poll at a General Meeting
• Filing Resolutions and Companies Office Returns
• Commencement of Winding Up
• Realisation of the Company’s Assets
• Distribution of Company’s Assets
• Fraudulent Preference
• Fraudulent Disposition
• Surplus in a Solvent Liquidation
• Distribution in Specie

This EGM pack contains all the documents, instructions and guidance necessary to properly convene an EGM in accordance with the law. The extraordinary general meeting documents have been carefully prepared by solicitors and are procedurally laid out to help you easily navigate this simple streamlined process.

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