AGM Notice Format
Convenes an AGM or general meeting with the business to be transacted.
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Dear Sir / Madam,
Notice is hereby given that the Annual General Meeting of the members of [company name] will be held on [date] at [time] at [venue], to transact the business set out below.
[list the business, one item per line]
A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead, and the proxy need not be a member. The instrument appointing a proxy must be deposited at the registered office not less than forty-eight hours before the meeting.
What is a Notice of General Meeting?
A notice of general meeting convenes the meeting and tells every member what will be decided at it. It matters because the notice sets the boundary of the meeting: business not properly notified generally cannot be transacted, and a resolution passed outside the notice is open to challenge months later — usually by the bank, buyer or registrar who reads the paperwork rather than by the members themselves.
Companies use it for the annual general meeting and for any extraordinary or special general meeting called in between. The same document, with different statutory furniture, convenes the meeting of a cooperative housing society, a registered club, a charity, an incorporated association or an owners corporation. The secretary usually drafts it, the board approves it, and it goes to every member on the register, to the directors and to the auditor — the last two being the recipients most often forgotten.
Almost everything about the notice is set by statute plus your own articles or constitution, and the two are not the same everywhere. Check the minimum period and how it is counted: clear-day rules usually exclude both the day of sending and the day of the meeting. Then look up the governing provision — the Companies Act 2013 in India, the Companies Act 2006 in the UK, the Corporations Act 2001 in Australia, the CBCA or a provincial statute in Canada, and your state corporation law plus the bylaws in the United States. Most regimes allow shorter notice if enough members consent; check the current threshold.
The notice convenes and informs; it does not decide. Nothing is passed until the meeting votes, and the notice cannot cure a defect in the resolution itself. It is not the minutes, which record what actually happened, and it is not the explanatory statement that many regimes require alongside it for special business — that is a separate annexure setting out why the resolution is proposed and who is interested in it. Sending the notice also discharges no filing obligation that follows the meeting.
What to put in a Notice of General Meeting
These are the details this template asks for. Anything left blank is marked in red on the preview so you can see what is still missing.
| Field | What goes in it |
|---|---|
| Company name | For example: Barton Technologies Inc. |
| CIN / registration no. optional | For example: U72900AP2024PTC112233 |
| Registered office | For example: Suite 200, 1428 Kinnear Road, Columbus, OH 43212 |
| Date | Free text |
| Time | For example: 10:00 – 11:30 |
| Location | For example: Conference room / Google Meet |
| Business to be transacted | One item per line |
| Signatory name optional | For example: K. Srinivasa Rao |
| Signatory designation optional | For example: Honorary Secretary |
| Issued to (full name) | For example: James Whitfield |
| Their address | For example: 588 Kinnear Road, Columbus, OH 43212 |
How to write a Notice of General Meeting
Head it with the full legal identity
Give the registered name exactly as incorporated, the registration or corporate identity number, the registered office address and a contact email. A member or registrar matching your notice against the register will reject Sunrise Traders where the register says Sunrise Traders Private Limited. Add the notice date, which is the date it is sent rather than the date it was drafted.
State day, date, time, place and mode
Write the weekday and the calendar date together — the mismatch between them is a common defect and it puts the whole meeting at risk. Give the full venue address, not the building name alone. If members can join electronically, give the platform, the joining instructions, the deadline for registering, and say whether votes cast remotely count towards the quorum.
List ordinary and special business separately
Number every item. Ordinary business is the routine annual work — receiving the accounts, appointing the auditor, filling retiring director vacancies — and special business is everything else. The split matters because special business usually requires an explanatory statement and sometimes a higher majority. Anything not listed cannot be voted on, so a catch-all item saying any other business will not save you.
Set out each resolution word for word
Reproduce the operative text the meeting will vote on, beginning RESOLVED THAT, rather than describing it. To consider the borrowing limits is not a resolution; RESOLVED THAT the borrowing powers of the board be increased to a stated figure is. Members vote on the words in the notice, and a later filing usually has to quote them exactly, so the drafting has to be final before it is sent.
Add the proxy note and sign it
Include the statement of the right to appoint a proxy, where the proxy form can be obtained, and the deadline for lodging it — commonly a fixed number of hours before the meeting, set by statute or your articles. Sign as company secretary or as a director acting on the board's authority, and record the board resolution that authorised the calling of the meeting.
Common mistakes
- Sending the notice short of the required period, which leaves every resolution passed at the meeting open to being set aside.
- Naming a weekday that does not match the date given, an inconsistency that has invalidated notices and forced whole meetings to be recalled.
- Describing a resolution instead of quoting it, so the members vote on wording that does not match what is later filed.
- Leaving the auditor or a director off the circulation list when statute requires them to receive it, which is a procedural defect visible on the face of the record.
- Omitting the explanatory statement for special business, which invites a challenge that members were not told enough to vote.
Frequently asked questions
How many days notice is required for an AGM?
It depends on your jurisdiction, the type of body and your own articles, and the answer is often expressed in clear days, which excludes the day of sending and the day of the meeting. Look up the current provision in the companies or societies legislation that applies to you, then check your articles, which can require a longer period than the statutory minimum but never a shorter one.
What must be included in a notice of general meeting?
The full legal name and registered office of the body, the date, day, time and place or electronic joining details, a numbered list of the business, the exact text of each resolution, the proxy statement, and the signature of the person authorised to issue it. Special business normally needs an explanatory statement as well. Check your governing act for anything additional it prescribes.
Can a general meeting be held at short notice?
Most regimes allow it if enough members consent in the prescribed manner before the meeting, and some also require particular people, such as the auditor or independent directors, to agree. The threshold and the form the consent must take differ, so confirm both in your statute and articles. Keep the consents with the meeting papers; a short-notice meeting with no evidence of consent is the same as no consent.
Who must receive the notice of a general meeting?
As a general rule every member entitled to vote, every director, the auditor, and anyone else your articles or statute names — the legal representative of a deceased member and the assignee of an insolvent member appear on that list in several regimes. Send it to the address on the register in a manner the articles permit, and keep proof of despatch, because that is what you will be asked for.
What is the difference between ordinary and special business?
Ordinary business is the fixed annual list your statute assigns to the AGM, typically adopting the accounts, declaring dividends, appointing the auditor and filling director vacancies. Everything else is special business, which usually requires an explanatory statement and may require a special majority. Check which category your item falls into before drafting, because it changes both the notice content and the vote required.
This page explains general practice and is not legal advice. Requirements differ between countries and, in some cases, between states — check what applies where the document will be used.