AGM Vs EGM In New Zealand: Differences And When You Need One

If you run (or are about to set up) a company in New Zealand, you’ve probably heard the terms AGM and EGM thrown around at some point.

They can sound like “big corporate” concepts, but they’re very relevant to small businesses too - especially if you have multiple shareholders, you’re raising capital, changing directors, approving major transactions, or you’re simply trying to keep your company governance tidy.

In this guide, we’ll break down the differences between an AGM and an EGM in New Zealand in plain English: what each one is, what typically gets decided, and how to work out whether your company needs one (and when).

What Is An AGM In New Zealand?

An AGM is an Annual General Meeting - a meeting of a company’s shareholders held once a year (as the name suggests).

In an AGM, shareholders usually:

• receive updates about the company’s performance and direction;
• review financial statements and reports (if applicable);
• vote on key “standing” matters that are dealt with annually; and
• ask questions about how the company is being run.

Important: in New Zealand, the general default under the Companies Act 1993 is that companies must hold an AGM (including within prescribed timeframes), unless the shareholders properly pass a resolution to dispense with holding AGMs (where permitted). Your constitution and shareholder arrangements can also affect what’s required.

Common AGM Agenda Items

AGMs vary depending on your company, but common topics include:

• Director matters (e.g. election or re-election of directors, director remuneration approvals if required)
• Share issues or updates on shareholder structure
• Review of company performance and discussion of strategy
• Financial reporting (especially if the company is required to prepare or audit statements)
• Approval of certain shareholder resolutions that are scheduled to occur annually

For many small businesses, the AGM is less about ceremony and more about discipline - it’s a structured checkpoint where shareholders get visibility and directors can show they’re meeting governance expectations.

What Is An EGM In New Zealand?

An EGM is an Extraordinary General Meeting - a shareholders’ meeting that happens outside the annual cycle, usually because something specific needs shareholder approval at that time.

Think of an EGM as the “we need a decision during the year” meeting.

It’s commonly used when the company needs shareholder approval for:

• a major transaction (for example, selling key business assets);
• changes to the company’s constitution;
• issuing shares or bringing in a new investor;
• appointing or removing directors (depending on how the company is set up); or
• approving restructures and other significant changes.

In practical terms, many small businesses will hold more EGMs than AGMs, because lots of the big “moving parts” in a growing company happen during the year - raising funds, changing ownership, making acquisitions, or dealing with disputes.

AGM vs EGM In New Zealand: Key Differences For Small Businesses

When people compare an AGM vs EGM in New Zealand, they’re usually trying to answer one of two questions:

• “What’s the actual difference?” and
• “Which one do I need to run for my company situation?”

Here’s the clearest way to compare them.

1. Timing

• AGM: held annually (once per year).
• EGM: held whenever needed (could be zero times a year or several times).

2. Purpose

• AGM: regular shareholder update + routine annual decisions.
• EGM: approval of a specific action or decision outside the annual cycle.

3. Typical Topics

• AGM: annual reporting, director elections, company performance overview, recurring approvals.
• EGM: major transactions, changes to share structure, changes to governance documents, shareholder votes on a particular proposal.

4. Formality Level

Both meetings are “general meetings” and can require formal steps (notice, quorum, voting thresholds). But in practice:

• AGMs often follow a predictable structure each year.
• EGMs are often more targeted, with the notice and resolutions tightly focused on the issue being decided.

Also, don’t forget: a lot of small businesses handle AGM/EGM-type decisions via written resolutions rather than getting everyone in a room - but only where the Companies Act and the company’s constitution allow it, and provided the relevant voting and signing thresholds are met. Likewise, some companies can hold meetings using electronic/virtual participation if their constitution permits.

Does Your NZ Company Have To Hold An AGM?

This is where things get a bit more “it depends” - but we can still make it simple.

Under the Companies Act 1993, the default position is that a company must hold an AGM within the required timeframe(s), unless shareholders properly resolve to dispense with holding AGMs (where permitted). Whether you can dispense with an AGM (and what process you must follow) can depend on factors like:

• whether your company has a constitution and what it says;
• whether shareholders have passed the required resolution to dispense with holding AGMs; and
• whether you have specific obligations in shareholder arrangements or investor documents.

Many small companies with a small number of shareholders either:

• hold an AGM informally (still documenting outcomes properly), or
• dispense with AGMs and use written shareholder resolutions instead (where permitted).

The key is that even if you don’t hold a formal AGM, you still need to properly manage:

• shareholder decision-making (with the right resolutions);
• director decisions (with clear minutes/resolutions); and
• records that show the company is being run properly.

If your company has (or should have) a Company Constitution, it’s worth checking whether it requires an AGM and what meeting rules apply (notice periods, quorum, who can chair, voting mechanics, etc.).

Why Holding An AGM Can Still Be A Smart Move

Even where you’re allowed to dispense with an AGM, holding one can help you:

• avoid shareholder misunderstandings by keeping everyone updated;
• reduce governance risk (especially if the business grows quickly);
• support future fundraising by showing good “company hygiene”; and
• document key milestones properly, which helps if you ever sell the business or enter due diligence.

For example, if you’re planning a sale process, having your approvals and records in order can save time and stress. This is one of the reasons businesses often do a legal tidy-up before using a Legal Due Diligence Package.

When Do You Need An EGM (And What Usually Triggers One)?

Most EGMs happen because your company needs shareholder approval for something significant - and you can’t (or shouldn’t) wait until the next AGM.

Here are some common real-world triggers we see for NZ small businesses.

Bringing In A New Investor Or Issuing Shares

If you’re issuing new shares (for example, to raise capital), shareholders may need to approve the issue, and you’ll need to follow the correct process under the Companies Act and your constitution.

This often links closely with your wider company governance documents, like a Shareholders Agreement, which may require specific approvals or set out pre-emptive rights, pricing mechanics, or restrictions on transfers.

Changing Ownership Or Transferring Shares

If a shareholder wants to sell their shares, or you’re reorganising ownership, the company may need to approve the transfer and update its records. Depending on your structure, you may also need shareholder approval.

In these situations, the issue isn’t just “do we hold an EGM?” - it’s also whether your transfer process matches your documents and the Companies Act. If you’re planning a transfer, a tailored process (and documents) matters, including the steps in How To Transfer Shares.

Appointing Or Removing Directors

Directors manage the company day-to-day, but shareholders often have rights around appointing or removing directors (depending on the company’s constitution and shareholder arrangements).

Where there’s disagreement, it’s especially important to follow correct meeting procedure - because mistakes can lead to disputes about whether decisions were valid.

Approving A Major Transaction

Some transactions are big enough that shareholders must approve them. Even when shareholder approval isn’t legally mandatory, your constitution or shareholders agreement might still require it.

For example:

• selling the core assets of the business;
• entering a high-value long-term contract that significantly changes risk profile; or
• buying another business or merging operations.

If you’re planning to sell your business (or buy one), it’s also important to understand how shareholder approvals and employee obligations can intersect. For sale-related issues, it can help to review the basics of selling a business checklist.

Changing The Company Constitution

If you need to amend your constitution - for example, to introduce different share classes, add drag/tag rights, or tighten up director appointment rules - you’ll generally need shareholder approval (often by special resolution).

This is one of those areas where DIY can backfire. A constitution is meant to fit how your business actually runs, not just be a generic template.

How Do You Properly Call And Run A General Meeting In NZ?

Whether it’s an AGM or EGM, it’s still a general meeting - and you need to run it properly so decisions are valid.

While the exact rules vary depending on your constitution and shareholding structure, there are some common building blocks you should expect.

1. Give Proper Notice

Shareholders usually must receive notice of the meeting within the required timeframe. Under the Companies Act, a minimum notice period generally applies (often expressed in working days), unless the constitution requires a longer period. Notice should include:

• the date, time, and location (or virtual meeting details, if permitted);
• the business to be considered; and
• the exact wording of proposed resolutions (where possible), including whether any resolution is intended to be a special resolution.

If notice isn’t given properly, you risk decisions being challenged later - which is the last thing you want if you’re approving something time-sensitive (like an investment round or director appointment).

2. Check Quorum Requirements

A quorum is the minimum number of shareholders (or percentage of shares) required to be present for the meeting to proceed.

Your constitution often sets the quorum. If you proceed without quorum, resolutions may be invalid.

3. Make Sure The Right Voting Threshold Applies

Not all resolutions are the same.

• Ordinary resolutions are usually passed by a simple majority.
• Special resolutions generally require a higher threshold (commonly 75%).

Which threshold applies depends on what you’re approving, what the Companies Act requires, and what your constitution requires.

4. Document Everything

Even if your meeting is relaxed and friendly (as many small business meetings are), the documentation should still be professional.

That typically includes:

• meeting minutes;
• copies of notices and supporting documents;
• the signed resolutions; and
• updated company registers (where relevant).

Clean documentation matters because it’s often what banks, investors, and buyers will rely on later when they’re reviewing your company’s governance history.

Key Takeaways

• An AGM (Annual General Meeting) is the yearly shareholder meeting focused on regular reporting and recurring approvals. In New Zealand, the default position is that companies must hold AGMs unless shareholders properly resolve to dispense with them (where permitted).
• An EGM (Extraordinary General Meeting) is held when something specific needs shareholder approval outside the annual cycle - common triggers include issuing shares, changing directors, approving major transactions, or amending the constitution.
• The simplest way to think about an AGM vs EGM in New Zealand is: an AGM is routine and annual; an EGM is event-driven and held as needed.
• Your Company Constitution and Shareholders Agreement often determine whether meetings are required, how they must be run, and what voting thresholds apply.
• Even when a meeting isn’t strictly required, keeping shareholder decisions properly documented (minutes and resolutions) is a smart way to reduce disputes and support future fundraising or a business sale.
• If you’re making major changes (like share issues, ownership changes, or amendments to governance documents), it’s worth getting tailored legal help so the approvals are valid and enforceable.

If you’d like help with company governance, shareholder approvals, or preparing the right documents for an AGM or EGM, you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.