1. Timing

At the time of incorporation, a business must convene its annual general meeting within eighteen months. Every year, according to the Gregorian calendar, every corporation must hold an annual general meeting as required by section 81, and no more than fifteen months must pass between one annual general meeting and the next.

2. Notice

Within fourteen days of receiving written notification, an annual general meeting can be convened. Within twenty-one days of notice, a special resolution can be called. The Board of Directors must write a report and send it to every company member at least twenty-one days before the meeting. If the report is forwarded beyond the legal deadline, it will be regarded to have been properly forwarded, and no shareholders will be able to protest. A special resolution for a legal shareholder’s meeting must be submitted within twenty-one days at the very least.

3.  Quorum

A meeting must have a quorum of at least two members present at the time of the AGM (proxies included). At least 5 members must be present in public corporations.

4. Documents

You have to must be presented with the following documents at the Annual General Meeting:

1. Annual financial report of the company
2. Report of the Auditor
3. Report of the Director

5. Questions

The AGM chair will open the floor to shareholders to raise questions on the company’s management, the remuneration report, and the auditors.

6. Audit

Shareholders can submit written questions to the company auditor on corporate matters at least five days before the AGM or during the meeting. They must submit their queries to the board of directors, who will subsequently forward them to the company’s auditor if they are linked to corporate affairs. The company’s auditor is also welcome to attend the annual general meeting and complete all questionnaires.

7.  Resolutions 

Within fifteen days after the resolution’s passage, a copy shall be printed and officially certified under the signature of any authorized person, and presented to the Registrar for recording. Every copy published after the date of the resolution has a copy of the registered item appended to it; if it is not registered, it will be forwarded for printing for fifty taka or such less sum as the company tax planning may instruct. In the event of a breach, a corporation will be liable for a maximum of fifty takas per copy. A person in the firm who makes an intentional mistake will be penalized under Section 88.

Penalty For Failing to Hold an AGM on Time

If a person or company fails to hold the annual general meeting within the prescribed time under sub-section (1) and (2) of section 81 of the Companies Act, 1994, the person or company liable for the default will be fined up to ten thousand takas, and if the default continues, it will be fined two hundred fifty takas for each day the default continues.