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Governance Authority
Category: Shareholder Rights and Meetings

Extraordinary General Meeting

Also known as: EGM, Special General Meeting, General Meeting (other than the AGM)
Simply put

An Extraordinary General Meeting (EGM) is a meeting of a company's shareholders or members held outside the regular schedule of the annual general meeting to deal with specific or urgent business. It is typically convened when a matter cannot wait until the next scheduled meeting, such as a proposed merger or a change to the company's governing documents. In this way it gives members a formal opportunity to consider and vote on pressing decisions.

Formal definition

An Extraordinary General Meeting (EGM) is a general meeting of the members or shareholders of a company or organisation convened to transact specific or urgent business that arises other than at the annual general meeting (AGM). Matters commonly reserved for an EGM include decisions requiring member approval that cannot be deferred to the next AGM, such as mergers, amendments to the constitution or articles, or other significant transactions requiring a shareholder resolution. The authority to call an EGM, the required notice period, quorum, and voting thresholds are typically governed by the entity's constitutional documents and by applicable company law and listing rules, which vary by jurisdiction and entity type; the specific procedural requirements are outside the scope of this general definition and should be confirmed against the relevant governing instrument and statute.

Why it matters

The EGM is a mechanism that allows significant or time-sensitive decisions to be put to shareholders or members without waiting for the next annual general meeting. Certain corporate actions, such as approving a merger, amending the constitution or articles, or authorising other significant transactions, typically require a shareholder resolution before they can proceed. Where such a matter arises between scheduled AGMs, the EGM provides the formal channel through which members can consider and vote on the proposal, preserving the principle that decisions reserved to shareholders are actually made by them.

From a governance perspective, the EGM matters because it reinforces the separation between decisions that management may take operationally and those that require the express approval of the members. It gives shareholders a defined opportunity to exercise their voting rights on pressing questions and, in doing so, supports accountability and orderly decision-making. The value of an EGM as a governance safeguard depends heavily on the procedural rules that surround it, who may call it, what notice must be given, and what quorum and voting thresholds apply, which are set by the entity's governing documents and applicable law.

These procedural requirements vary by jurisdiction, entity type, and whether the company is listed, so the significance and mechanics of an EGM cannot be assumed to be uniform. This entry is educational and general in nature; it is not legal, audit, or compliance advice, and any specific rights or obligations relating to an EGM should be confirmed against the relevant governing instrument and statute.

Who it's relevant to

Boards and their chairs
Directors are typically responsible for determining when a matter requires member approval and for ensuring an EGM is properly convened when business cannot wait for the AGM. The board's role is one of oversight and proper process rather than substituting its own decision for the shareholder vote the EGM is designed to secure.
Company secretaries and governance professionals
Those supporting the meeting mechanics generally handle notice, quorum, and resolution documentation. Because notice periods, quorum, and voting thresholds are set by the governing documents and applicable law and vary by jurisdiction and entity type, confirming the specific procedural requirements against the relevant instrument and statute falls squarely within their remit.
Shareholders and members
The EGM gives shareholders or members a formal opportunity to consider and vote on specific or urgent matters, such as mergers or amendments to the company's governing documents, that arise between AGMs. It is the channel through which they exercise voting rights on decisions reserved to them.
General counsel and legal advisers
Legal advisers are typically consulted on whether a proposed action requires a shareholder resolution and on the procedural rules governing the meeting. Because these depend on the constitutional documents, company law, and any applicable listing rules, their input is often needed to confirm valid convening and voting.

Inside EGM

Convening Authority
An extraordinary general meeting (EGM) is a shareholder meeting held outside the regular annual general meeting cycle. It is typically called by the board of directors, though in many jurisdictions shareholders holding a specified percentage of voting shares may requisition one. The exact thresholds and procedures depend on the governing statute, listing rules, and the entity's constitutional documents.
Purpose and Business Scope
An EGM is generally convened to address matters that cannot or should not wait until the next annual general meeting, such as significant transactions, changes to constitutional documents, or director appointments or removals. The permissible business is usually limited to the items set out in the notice.
Notice Requirements
Convening an EGM typically requires formal notice to shareholders within a minimum period and containing prescribed information, including the time, place, and nature of the business to be transacted. Required notice periods and content vary by jurisdiction, entity type, and the nature of the resolutions proposed.
Quorum and Voting
Valid decisions at an EGM generally depend on a quorum being present and on resolutions passing by the required majority. Some resolutions (often called special or extraordinary resolutions in certain jurisdictions) may require a higher threshold than an ordinary majority; the applicable thresholds depend on local law and the entity's constitution.
Resolutions and Record
The outcomes of an EGM are typically recorded as resolutions in the minutes, which form part of the entity's governance records. Certain resolutions may need to be filed with a registry or regulator depending on the jurisdiction and subject matter.

Common questions

Answers to the questions practitioners most commonly ask about EGM.

Is an Extraordinary General Meeting the same as an Annual General Meeting?
No. An Annual General Meeting (AGM) is a regular, periodically scheduled meeting of shareholders that in many jurisdictions is required by statute or listing rules to be held within a set period each year and typically covers standing business such as receiving financial statements, electing directors, and appointing auditors. An Extraordinary General Meeting (EGM), sometimes called a general meeting or special meeting depending on the jurisdiction, is generally any shareholder meeting held between AGMs to address specific matters that cannot or should not wait until the next AGM. The precise terminology, notice requirements, and who may call each type of meeting vary by jurisdiction and by the entity's constitutional documents, so the governing statute and articles should always be checked. This entry is educational and not legal advice.
Can the board call an EGM to decide any matter it wants without shareholder involvement in the decision?
This misunderstands the function of the meeting. Calling an EGM and deciding the matter are distinct. The board (and, in many jurisdictions, shareholders holding a threshold percentage) may have the power to convene an EGM, but the meeting itself is the forum where the shareholders, not the board, exercise their voting rights on the resolutions put before them. An EGM is typically used precisely because a matter requires shareholder approval rather than lying within management's or the board's own authority. The categories of decision reserved to shareholders, and the majorities required (for example, ordinary versus special resolutions), depend on the applicable law and the entity's constitution. Confirm the specific allocation of authority before relying on any general statement.
Who can call an EGM, and how is one requisitioned?
In many jurisdictions the board of directors may convene an EGM at its discretion, and shareholders holding at least a specified proportion of voting shares may requisition (formally demand) one. The threshold percentage, the form of the requisition, the matters that may be raised, and the timeframe within which directors must respond are set by the governing statute and the entity's articles or bylaws, and they differ across jurisdictions and entity types. Some frameworks also allow shareholders to call the meeting directly if directors fail to act within the required period. Because these mechanics are fact- and jurisdiction-specific, the relevant law and constitutional documents should be reviewed, ideally with professional advice.
What notice is required to hold a valid EGM?
Notice requirements generally cover the minimum notice period, the persons entitled to receive notice, the method of delivery, and the content, typically including the time, place (or means of electronic participation), and the text or substance of the resolutions to be proposed. Requirements vary by jurisdiction, by whether the entity is listed or private, and by the type of resolution, since special or extraordinary resolutions often carry longer notice or fuller disclosure obligations. Defective notice can render resolutions vulnerable to challenge. Because the specifics turn on the applicable statute, listing rules, and the entity's own documents, verify the exact requirements rather than relying on a general rule.
How should the board and company secretary prepare for an EGM to reduce governance risk?
Preparation generally includes confirming the authority to convene the meeting, verifying quorum requirements, drafting resolutions with clear wording and the correct approval threshold (for example, ordinary versus special resolution), preparing accurate explanatory materials for shareholders, and ensuring notice complies with the applicable period and delivery rules. Practical governance steps often involve the company secretary managing the logistics and record-keeping, the board approving the business and any recommendations, and legal counsel reviewing procedural compliance. Contemporaneous minutes and a documented process support the defensibility of the resulting decisions. The appropriate steps depend on the entity's constitution and jurisdiction, and this is not a substitute for professional advice.
Can an EGM be held virtually or by written resolution instead of in person?
It depends on the jurisdiction and the entity's constitutional documents. Many legal frameworks now permit fully virtual or hybrid meetings, and some allow certain decisions to be taken by written resolution of shareholders without convening a meeting at all, subject to conditions and, in some cases, exclusions for particular matters. Where virtual meetings are permitted, requirements typically address shareholder identification, the ability to participate and vote, and adequate technical arrangements. Because the permissibility and conditions vary and have evolved differently across jurisdictions, confirm what the governing law and articles allow before proceeding. This entry is educational and not legal advice.

Common misconceptions

An EGM can decide any matter management wishes to raise on the day.
The business of an EGM is generally confined to the matters specified in the notice of meeting. Introducing substantive new business not properly notified is typically not permitted, as this protects shareholders' ability to make informed decisions and attend where relevant.
Only the board can call an EGM.
While the board commonly convenes an EGM, in many jurisdictions shareholders meeting a defined ownership threshold have a right to requisition one. The precise mechanism, thresholds, and any court involvement depend on the governing law and constitutional documents.
All EGM resolutions pass by a simple majority.
Voting thresholds depend on the type of resolution and the applicable regime. Certain decisions, such as amending constitutional documents in some jurisdictions, may require an elevated majority. Practitioners should confirm the specific threshold for each resolution.

Best practices

Confirm the specific convening authority, notice period, and content requirements under the applicable statute, listing rules, and the entity's own constitutional documents before calling an EGM, as these vary by jurisdiction and entity type.
Ensure the notice clearly and accurately describes each item of business and the nature of each resolution, since business is generally limited to what is properly notified.
Verify the required quorum and the correct voting threshold for each resolution in advance, distinguishing ordinary from special or extraordinary resolutions where the regime provides for them.
Where shareholders requisition an EGM, verify that the requisition meets the applicable ownership threshold and procedural conditions before the board acts, and document the assessment.
Maintain accurate minutes recording resolutions and outcomes, and identify any resolutions requiring filing with a registry or regulator so post-meeting obligations are met on time.
Treat legal, timing, and threshold questions as fact- and jurisdiction-specific, and obtain qualified legal advice rather than relying on general assumptions; this entry is educational and not legal advice.