- Pty Ltd companies are not required to hold an AGM unless their constitution requires it; only public companies with more than one member must.
- Even without an AGM, every company must record decisions as minutes in its minute book within one month (Corporations Act s 251A).
- A sole director/member company records signed resolutions instead of holding meetings.
Here is the short answer most first-time directors are surprised by: a proprietary (Pty Ltd) company in Australia is not legally required to hold an annual general meeting. Only public companies with more than one member must hold an AGM. Your Pty Ltd only needs one if its own constitution says so. That said, running a simple annual meeting and keeping proper minutes is good practice, and the record-keeping rules do apply to you. This guide covers when you need an AGM and, if you choose to hold one, exactly how.
Keep your minute book and ASIC deadlines on track.
- Pty Ltd companies are not required to hold an AGM unless their constitution requires it; only public companies with more than one member must.
- Even without an AGM, every company must record decisions as minutes in its minute book within one month (Corporations Act s 251A).
- A sole director/member company records signed resolutions instead of holding meetings.
Do Pty Ltd companies need to hold an AGM?
No. Under the Corporations Act 2001, proprietary companies are not required to hold an annual general meeting. The AGM obligation in section 250N applies only to public companies with more than one member. So if you run a standard Pty Ltd, you can generally skip the formal AGM altogether, unless your company’s own constitution imposes one.
This is the single most misunderstood point for first-time directors, who often assume the strict public-company rules apply to them. They usually don’t. What does apply to every company is the duty to keep proper minutes of its decisions, which we cover below.
When an AGM is required (and when it isn’t)
The requirement turns on your company type. Here is the clear rule:
|
Company type |
AGM required? |
Timing |
|
Proprietary (Pty Ltd) |
No, unless the constitution requires it |
N/A by default |
|
Public company, >1 member |
Yes |
Within 18 months of registration, then each calendar year within 5 months of financial year-end |
|
Public company, single member |
No |
N/A |
If your Pty Ltd’s constitution does require an AGM, or the directors simply choose to hold one for good governance, follow the steps below. The Corporations Act obligations page has more on where these rules sit.
Preparing for your AGM: notice, agenda, quorum
If you are holding a meeting, a little preparation keeps it valid and useful. Cover three things:
- Notice: give members reasonable notice of the meeting, its time, place (or the technology used), and the business to be considered. Check your constitution for any specific notice period; members can agree to shorter notice.
- Agenda: set out what will be dealt with, typically confirming the previous minutes, reviewing the financial position, re-appointing or noting officeholders, and any resolutions to be passed.
- Quorum: the default quorum is two members present (unless your constitution sets a different number), and it must be maintained throughout the meeting.
A tight agenda circulated in advance makes the meeting short and the minutes easy to write.
How to run the meeting
Keep it orderly and it will take minutes, not hours. A simple run-sheet:
- Open the meeting, note the time, attendees, and any apologies, and confirm a quorum is present.
- Confirm the minutes of the previous meeting as a true record.
- Work through the agenda items, discussing each and moving resolutions where a formal decision is needed.
- Record the outcome of each resolution (passed or not) and any key points of discussion.
- Deal with any other business, then note the closing time and close the meeting.
Decisions that need a formal resolution (such as certain constitutional changes) may require a special resolution, which needs at least 75% of votes cast in favour.
TIPTaking and keeping minutes
This is the part that legally applies to every company, AGM or not. Under section 251A of the Corporations Act, a company must record the proceedings and resolutions of its meetings in a minute book within one month, and the minutes must be signed by the chair within a reasonable time.
- What to include: the company name, date, time and place, who attended and any apologies, confirmation of quorum, the resolutions passed, and the key reasons for significant decisions.
- Keep it succinct: minutes are not a transcript. Record decisions and the substance, not every word.
- Why it matters: a properly recorded and signed minute is evidence of what happened unless proven otherwise, which protects directors if a decision is later questioned.
Store minutes in the company’s minute book (physical or electronic) and keep them safe. Sleek can maintain this for you as part of company services.
What you need to file
For most small Pty Ltds, the answer is: nothing extra for the meeting itself. AGM minutes are kept in your minute book, not lodged with ASIC. Small proprietary companies generally do not lodge annual financial reports with ASIC either, whereas large proprietary companies and public companies do.
Your ongoing ASIC obligations sit elsewhere, chiefly keeping company details current and paying the annual review fee on time. Missing ASIC deadlines attracts late fees, so a compliance calendar is worth keeping. Our company registration and secretarial service can run that for you.
How Sleek supports your corporate secretarial needs
For most Pty Ltd companies, the first AGM is one you are not legally required to hold, unless your constitution says otherwise. What you cannot skip is proper record-keeping: every company must minute its decisions within one month and keep them signed and safe. If you do hold a meeting, a clear notice, a tight agenda, a quorum, and good minutes are all it takes.
Sleek acts as your corporate-secretarial support: maintaining your minute book, preparing resolutions and meeting records, keeping your ASIC details current, and running the compliance calendar so nothing is missed. For a first-time director unsure what actually applies, that removes the guesswork. Whether or not you need an AGM, your records stay audit-ready.
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FAQs about running an AGM for a Pty Ltd
Does a Pty Ltd company have to hold an AGM in Australia?
No. Under the Corporations Act 2001, proprietary (Pty Ltd) companies are not required to hold an annual general meeting. The AGM requirement applies only to public companies with more than one member. A Pty Ltd only needs an AGM if its own constitution specifically requires one.
When must a public company hold its AGM?
A public company with more than one member must hold its first AGM within 18 months of registration, then at least once each calendar year and within five months of the end of its financial year. A public company with only one member is not required to hold an AGM.
What is the quorum for an AGM?
The default quorum is two members present, and it must be maintained for the whole meeting. A company’s constitution can set a different number. If you are a sole member, you do not hold a meeting at all and instead record a signed resolution.
Do I need to keep minutes if my Pty Ltd doesn't hold an AGM?
Yes. Section 251A of the Corporations Act requires every company to record the proceedings and resolutions of its meetings, and any written resolutions, in a minute book within one month. This applies whether or not you hold a formal AGM, and the minutes must be signed by the chair within a reasonable time.
How long do I have to record AGM minutes?
One month. The Corporations Act requires minutes to be entered in the minute book within one month of the meeting or resolution. This deadline is strict, a minute recorded late may lose its evidentiary value, so it is best to prepare minutes within a week while the discussion is fresh.
Do I need to file AGM minutes with ASIC?
No. AGM minutes are kept in your company’s minute book, not lodged with ASIC. Small proprietary companies also generally do not lodge annual financial reports with ASIC, though large proprietary and public companies do. Your main ASIC obligations are keeping company details current and paying the annual review fee.
What if I'm the only director and shareholder?
You do not hold a meeting. A sole director who is also the sole member records decisions as written resolutions under sections 248B and 249B of the Corporations Act, signs them, and files them in the minute book. That signed record satisfies the requirement in place of meeting minutes.
