The Annual General Meeting (AGM) is a mandatory yearly gathering for a company. Failure to do the AGM is a possible consequence of penalty. A company lawyer or secretary must know the process of AGM, timing, notice requirements and possible consequences. The article will focus on the mandatory requirement of requirements under the Company Act 1994.


Procedures of an Annual General Meeting (AGM) 2024


The Annual General Meeting (AGM) is a crucial yearly gathering mandated by the Company Act 1994, ensuring transparency, accountability, and engagement among stakeholders of a company. Key procedures include timing, notice requirements, establishing a quorum, and presenting essential documents such as financial reports and auditor’s reports. Shareholders are entitled to ask questions, particularly regarding management, remuneration, and audits. Failure to adhere to AGM regulations can result in penalties, emphasizing the importance of legal compliance. Seeking legal advice, such as that provided by CLP in Bangladesh, can help navigate the complexities of AGM procedures and ensure adherence to legal requirements.

Procedures of an Annual General Meeting (AGM)


Annual General Meeting (AGM)


The Annual General Meeting (AGM) is a yearly gathering of members or shareholders of an organization. It serves as a platform for key stakeholders to come together and discuss important matters relating to the organization’s performance, strategy, and governance. During the AGM, participants receive updates on the organization’s financial performance, elect or reappoint directors, approve financial statements, and address any other matters outlined in the meeting agenda. It allows shareholders to ask questions, voice concerns, and participate in decision-making processes that shape the organisation’s future. The AGM plays a crucial role in fostering transparency, accountability, and engagement among members and shareholders.


Procedures of an Annual General Meeting (AGM)

There are few statutory procedures as per company law. The procedure is as follows:

  1. Timing
  2. Notice
  3. Quorum
  4. Documents
  5. Audit
  6. Question
  7. Registration of copies of extraordinary resolution


Timing for Annual General Meeting


A company has to hold its annual general meeting within eighteen months of the time of its incorporation. Every company in each year, by following the Gregorian calendar, hold the annual general meeting as section 81 prescribes, and it will not be more than fifteen months elapse from the date of one annual general meeting to that of the next year.


Notice for Annual General Meeting


An annual general meeting can be called within fourteen days of notice in writing. A special resolution can be called within twenty-one days of notice. The Board of Directors shall prepare a report and forward that report to every member of the company at least twenty-one days before the meeting will be held. If the report is forwarded after the time duration mentioned in the law, it will be deemed to have been duly forwarded, and no shareholders can put any objections to it.  On a special resolution for a valid shareholder’s meeting, the notice must have been submitted within twenty-one days, not less than that.


The quorum for the Annual General Meeting


The quorum of a meeting is at least two members, and it must be there at the time of the AGM (proxies included). In public companies, at least 5 members must be present there.


Documents Required for AGM


Documents which must be presented in the Annual General Meeting are;

  1. The company’s annual financial report
  2. Auditor’s report
  3. Director’s report




The AGM chair will allow the shareholders to ask questions regarding the company’s management, remuneration report, and auditors.




The shareholders can ask any questions in writing related to the company’s issues to the auditor at least five days before the AGM or at the time of the meeting. They must send their questions to the board of directors, and if it is related to the company’s matters, then the company will forward them to the company’s auditor. The company’s auditor is entitled to attend the annual general meeting and answer all the questionnaires.


Registration of copies of extraordinary resolution


A copy of the resolution shall be printed and duly certified under the signature of any authorized person and submitted to the Registrar to record the same within fifteen days from passing thereof.  A copy of the registered article has been annexed to every copy issued after the date of the resolution, if it is not registered, then it shall be forwarded for printing by the payment of fifty taka or such less sum as the company may direct. In terms of any default, a company shall be liable not exceeding fifty taka for each copy. Any willful default by a person in the company shall be punished under Section 88 for that default.


Penalty for delaying holding AGM


If the default is made in terms of holding the annual general meeting at a prescribed time by sub-section (1) and (2) of section 81 of the Companies Act, 1994, the person and company who is liable for the default will be punishable with fine which may extend to ten thousand takas and in a case of continuing the default, it will be two hundred fifty takas every day after the first day during such default continues.



Legal Advice regarding Annual General Meeting by CLP:


The Barristers, Advocates, and lawyers at CLP in Gulshan, Dhaka, Bangladesh, are highly experienced at assisting clients through the entire process of legal provisions & consequences of the Annual General Meeting of any Domestic and International Companies in Bangladesh. For any queries or legal assistance, please reach us at E-mail:
Phone:+8801700920980. +8801947470606. Address: House 39, Road 126 (3rd Floor) Islam Mansion, Gulshan 1, Dhaka.


Frequently Asked Question

Q: What is an Annual General Meeting (AGM) and why is it important?

A: An AGM is a mandatory yearly gathering of a company’s shareholders or members. It serves as a platform for discussing important matters related to the company’s performance, governance, and strategy. It is important as it fosters transparency, accountability, and engagement among stakeholders.

Q: How soon must a company hold its AGM after incorporation?

A: According to the Company Act 1994, a company must hold its AGM within eighteen months of its incorporation. Subsequently, AGMs must be held annually, with no more than fifteen months elapsing between each meeting.

Q: What documents are required for an AGM?

A: Essential documents for an AGM include the company’s annual financial report, auditor’s report, and director’s report. These reports provide shareholders with insights into the company’s financial performance, governance, and management.

Q: How can shareholders participate in the AGM process?

A: Shareholders can participate in the AGM by attending the meeting in person or appointing proxies to represent them. During the meeting, they have the opportunity to ask questions, voice concerns, and vote on resolutions proposed by the company.

Q: What are the consequences of not holding an AGM?

A: Failure to hold an AGM within the prescribed timeframe can result in penalties for the company and its officers. The Company Act 1994 stipulates fines for non-compliance, with penalties increasing for continued default. Additionally, non-compliance can lead to reputational damage and legal consequences.

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