# Playbook: Convene an EGM (extraordinary general meeting) > Get a members' decision that cannot wait for the AGM — decide whether you even need a physical meeting or a written resolution will do, draft the notice and resolutions, run the meeting, and lodge anything ACRA needs. _Updated 2026-07-11_ Source: /help/scenarios/egm **In short:** An EGM is any general meeting of members that is not the AGM — you call one when a members' decision is needed between annual returns. For most private companies the same decision can be taken by a members' written resolution (sections 184A–184G) with no meeting at all. Create the task, let CorpSec AI draft the notice and the ordinary/special resolutions, route for four-eyes approval and signatures, and lodge any resolution ACRA requires. Notice periods and majority thresholds are governed by the Companies Act and the company's constitution — the exact figures are to be confirmed by counsel. > **Note:** Notice periods and the majority needed for a special resolution are governed by the Companies Act 1967 and the company's constitution. This playbook does not quote a hard number of days or a percentage — those are to be confirmed by counsel for the company in question; not legal advice. ## When you meet it The members need to decide something that cannot wait for the next AGM — approving a special resolution to amend the constitution, authorising directors to allot shares, approving a related-party transaction the constitution reserves to members, removing a director, or changing the company name. Any general meeting of members that is not the annual general meeting is an extraordinary general meeting (EGM). The first question is almost always: do we need a meeting at all? For a private company, most matters that would go to an EGM can instead be passed as a members' written resolution, which is faster and needs no notice period or quorum. ## Legal basis These provisions come from CorpSec AI's verified citation table; this is general information, not legal advice. - Written resolution alternative: a private company may pass a members' resolution by written means under sections 184A–184G of the Companies Act 1967; the resolution is passed on the date the last member required to sign has signed (s184D). This is usually the faster route than convening a physical EGM. [Verified] - Voting and quorum at a meeting: if a meeting is held, voting rights and quorum at a general meeting of members are governed by section 179 of the Companies Act 1967 — the precise quorum sub-clause is to be confirmed by counsel. [Needs counsel] - Directors have no inherent power here: an EGM is a members' decision. A directors' resolution to convene the EGM derives its authority from the company's constitution (Model Constitution regulation 71 by default), not from a Companies Act section. [Verified] - Notice and majority: the length of notice and the majority required (ordinary vs special resolution) are set by the Companies Act 1967 and the constitution — this playbook does not quote a fixed number of days or percentage; confirm with counsel for the company. > **Note:** A special resolution (for example to amend the constitution) needs a higher majority and longer notice than an ordinary resolution. The exact figures are to be confirmed by counsel — see the constitution-amendment playbook for the related filing. ## Before you start — prerequisites, materials & parties Line these up before drafting, so the meeting or written resolution is valid the first time: - Prerequisites: the client's CDD is passed (the hard gate); an up-to-date register of members so you know who is entitled to vote and their shareholdings; and a check of the constitution for any special notice, quorum or class-consent requirements. - Materials: the exact wording of each resolution (ordinary or special), any supporting documents members must see, and — if a physical meeting — the proposed date, time and place (or virtual-meeting arrangements). - Parties: the members entitled to vote, the directors convening the meeting (or the members requisitioning it), the chairperson, and anyone appointed as proxy. If a member cannot attend, a proxy form is usually needed. ## The standard steps (offline / compliance standpoint) - Decide the route: a members' written resolution (no meeting) or a convened EGM. For a private company the written route is usually available and faster. - If a meeting: the board resolves to convene it under the constitution, and notice of the meeting (with the text of any special resolution) is given to every member entitled to attend, for the required notice period. - Hold the meeting, confirm quorum, take the vote, and record the result in the minutes; or, for a written resolution, circulate it and collect signatures. - Lodge with ACRA any resolution that must be filed (for example a special resolution altering the constitution or changing the name) within the applicable window. - Update the registers and the company file, and keep the notice, minutes/written resolution and proxies on record. ## Common pitfalls & edge cases This is where EGMs go wrong. Watch for these: - Convening a meeting you did not need. If a written resolution is available, an EGM is slower and easier to get wrong. Check the constitution and the matter before defaulting to a physical meeting. - Wrong resolution type. Some matters need a special resolution (e.g. amending the constitution); passing an ordinary resolution instead is void for that purpose. If in doubt whether a matter is ordinary or special, confirm with counsel. - Short notice. Giving less than the required notice invalidates the meeting unless the members agree to short notice in the manner the constitution permits. Do not assume short-notice consent — get it in the right form. - Quorum not met. A meeting without quorum passes nothing. Check the constitution's quorum rule (s179 governs quorum; the sub-clause is to be confirmed by counsel) before relying on the vote. - Member requisition ignored. Members holding enough shares can requisition an EGM; if they do, the directors must act. Do not treat a valid requisition as optional. - Interested members voting. Where the matter is a related-party transaction, the constitution or the resolution may require an interested member to abstain. Screen for this before the vote. - Forgetting the ACRA lodgement. Passing the resolution is not the end — a special resolution that must be filed (constitution amendment, name change) still needs lodging with ACRA within the window. > **Heads up:** Whether a specific matter needs an ordinary or a special resolution, and the exact notice period, are to be confirmed by counsel — CorpSec AI drafts the paperwork but does not decide the resolution type or the statutory notice for you. Not legal advice. ## Timing & sequence The order matters more than any single date: - Board convenes (or members requisition) → notice given for the required period → meeting held and vote taken → ACRA lodgement of any filable resolution → registers updated. - For a written resolution: circulate → collect all required signatures → the resolution passes on the date the last member signs (s184D) → ACRA lodgement if required. - The one hard external deadline is the ACRA filing window for a filable resolution — the exact number of days is to be confirmed by counsel; not legal advice. ## In CorpSec AI 1. **Create the task** — In the left panel click + New task, choose the company, and pick the general-meeting / resolution task type. Say what the members need to decide, and whether you want a written resolution or a convened EGM. 2. **Draft the notice and resolutions** — The AI drafts the notice of meeting (or the written resolution) and the ordinary/special resolutions in the Document tab. Fix wording — including the resolution type and any recitals — by selecting text and commenting. 3. **Four-eyes approval** — The resolution routes to a different, suitably senior colleague for approval before it goes out. 4. **Collect signatures / record the vote** — The Signing tab creates a signing link per member for a written resolution; for a meeting, record attendance, quorum and the vote in the minutes the AI drafts. 5. **Lodge any filable resolution** — If the resolution must be filed with ACRA (special resolution amending the constitution, name change, etc.), the filing step records the lodgement. Live BizFile submission is on the roadmap. 6. **Update the registers** — The data-update step reflects the outcome. Once every step is done the task status flips to Done automatically, and the notice, resolution and vote sit in the Activity log. > **Note:** Live BizFile submission is on the roadmap — the filing step records the lodgement rather than submitting it to ACRA automatically. ## Frequently asked questions ### Do we have to hold a physical EGM? Usually not, for a private company. Most matters can be passed by a members' written resolution under sections 184A–184G of the Companies Act 1967, which needs no meeting, notice period or quorum. CorpSec AI can draft either route. ### Ordinary or special resolution — how do I know? It depends on the matter and the constitution. Some decisions (like amending the constitution) require a special resolution with a higher majority and longer notice. The exact classification and thresholds are to be confirmed by counsel; not legal advice — CorpSec AI drafts the resolution you specify. ### How much notice must we give for the meeting? This playbook does not quote a fixed number of days — the notice period is governed by the Companies Act 1967 and the constitution and is to be confirmed by counsel. Short-notice consent, where allowed, must be given in the form the constitution permits. ## Related - [Amend the constitution](/help/scenarios/constitution-amendment) - [Hold the AGM](/help/scenarios/agm) - [Allot new shares](/help/scenarios/share-allotment) - [Documents](/help/documents) - [ACRA — regulatory reference](/help/regulatory/acra)