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Resolution Of Annual General Meeting Template for Ireland

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Key Requirements PROMPT example:

Resolution Of Annual General Meeting

"Need to draft a Resolution of Annual General Meeting for our Irish private limited company's virtual AGM scheduled for March 15, 2025, including standard resolutions for financial statements approval and director re-elections, with provisions for electronic voting."

Document background
A Resolution of Annual General Meeting is a crucial corporate governance document required under Irish law to formally record decisions made at a company's annual general meeting. This document is mandatory for all Irish registered companies that hold AGMs, typically prepared once annually following the meeting. It must comply with the Companies Act 2014 and should capture all resolutions passed, whether ordinary (requiring 50% majority) or special (requiring 75% majority). The document serves as official evidence of corporate decisions regarding financial statements, director appointments, auditor appointments, dividend declarations, and any special business conducted. It forms part of the company's statutory records and may need to be filed with the Companies Registration Office (CRO) in certain circumstances.
Suggested Sections

1. Meeting Details: Formal identification of the meeting, including company name, date, time, location/medium (physical/virtual/hybrid), and quorum confirmation

2. Chairperson: Confirmation of the appointed chairperson for the meeting

3. Notice and Constitution: Confirmation that proper notice was given and the meeting was constituted in accordance with the company's constitution

4. Ordinary Business: Standard AGM matters requiring ordinary resolutions (50% majority)

5. Financial Statements: Resolution to receive and adopt the financial statements and directors' and auditors' reports

6. Dividend Declaration: Resolution regarding dividend payment (if applicable)

7. Director Elections: Resolutions for re-election of directors retiring by rotation

8. Auditor Appointment: Resolution to appoint/reappoint auditors and authorize directors to fix their remuneration

9. Conclusion: Formal closing of the meeting and signature block

Optional Sections

1. Special Business: Section for any special resolutions requiring 75% majority, used when constitutional changes or other special matters are being considered

2. Share Capital Matters: Optional section for resolutions relating to share capital changes, used when share-related decisions are needed

3. Directors' Remuneration: Section for approving directors' remuneration, used when changes to director compensation are proposed

4. Virtual Meeting Provisions: Special provisions for virtual/hybrid meetings, used when meeting is not fully physical

5. Other Business: Section for any other business properly brought before the meeting, used when additional matters arise

Suggested Schedules

1. Schedule 1 - Financial Statements: Detailed financial statements and reports presented to the meeting

2. Schedule 2 - Director Information: Biographical information for directors seeking re-election

3. Schedule 3 - Proxy Forms: Copies of submitted proxy forms and voting instructions

4. Appendix A - Attendance Register: List of shareholders present in person or by proxy

5. Appendix B - Voting Results: Detailed breakdown of voting results for each resolution

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Resolution Of Annual General Meeting

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An Irish law-compliant written resolution that replaces the need for a physical Annual General Meeting, allowing shareholders to approve standard AGM matters through written consent.

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An Irish law board resolution documenting formal approval of a shareholders agreement, including authorization for its execution and implementation.

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An Irish corporate governance document recording shareholder decisions passed by simple majority under Irish Companies Act 2014.

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