When and how to hold meetings of directors and shareholders
How your company holds and manages meetings is defined by law. Even if you have rules about meetings in your constitution, they must comply with the Companies Act 1993.
Types of meetings
Companies normally hold several meetings each year — some are meetings of the company directors, usually called a board meeting, and some are shareholders' meetings.
The information we provide is very general. Seek professional advice if you have any doubts about what to do.
The general format of a meeting is often very similar whether you are a small or medium-sized business or an NZX-listed company.
The company's constitution will state how often the company directors meet. They may meet more or less often depending on issues facing the organisation.
Companies need to hold at least 1 shareholders' meeting once a year. You don't need to call a meeting every year if:
- under your constitution you don't have to call an annual shareholders' meeting, and
- the board has resolved that it's in the interests of the company not to hold a meeting because there's nothing that shareholders need to do.
The directors can also call a special meeting of shareholders to vote on specific issues relating to the management of the company.
How shareholders meetings are run is set out in Section 124 and Schedule 1 of the Companies Act 1993 and in a company's constitution, if it has one.
Meetings of shareholders called by the court
The High Court can call a meeting of shareholders if it decides it's in the best interests of a company. An application can be made to the court by a director, a shareholder or a creditor of the company.
Every company must hold an annual meeting of shareholders once in each calendar year.
The meeting must be no later than 6 months after the company’s balance date and no later than 15 months after the previous annual meeting.
First annual meeting
A company doesn't have to hold its first annual meeting in the calendar year of its incorporation, but must hold one within 18 months of incorporating.
Companies may need to call special meetings from time to time to vote on specific issues. For example, they could call a special meeting to decide on proposed changes to a company's constitution or to alter shareholders' rights. Shareholders and directors can attend these meetings.
Making decisions without a meeting
The directors and shareholders can pass a written resolution by post or email if, for example, it isn’t practical to have everyone in the same place at the same time. Resolutions passed this way have the same effect as if they happened at a properly constituted meeting.
The Companies Act 1993 gives general information about how companies must run and record their meetings.Seek professional advice if you have any doubts about what to do.