Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 245

245. (1) Subject to subsection (2), a company shall, in addition to any other
meeting held by the company, hold a general meeting, to be called the

"annual general meeting", at least once in every calendar year and, in
relation to a financial year of the company that ends after the commencement
of this Act, within 5 months, or, in the case of an exempt proprietary
company, within 6 months, after the end of that financial year.

(2) A company may hold its first annual general meeting within 18 months after
its incorporation but, if the first financial year of the company ends after
the commencement of this Act, the company shall hold the meeting not more than
5 months (or, in the case of an exempt proprietary company, not more than 6
months) after the end of that financial year.

(3) A company shall be deemed to have held an annual general meeting if that
company has held a general meeting at which resolutions have been passed
dealing with all matters required to be dealt with at an annual general
meeting, but nothing in this subsection affects an obligation imposed by this
Act to hold an annual general meeting at a particular time or within a
particular period.

(4) An exempt proprietary company shall be deemed to have held an annual
general meeting if that company is deemed by section 255 to have held a
general meeting and the resolution that is deemed to have been passed at that
general meeting deals with all matters that are required to be dealt with at
an annual general meeting.

(5) On application made by a company in accordance with a resolution of the
directors and signed by a director or secretary, the Commission may, in
writing and subject to such conditions as the Commission imposes on the
company:

   (a)  permit the company to hold a meeting in a calendar year other than the
        one in which subsection (1) requires the meeting to be held; or

   (b)  extend the period within which subsection (1) or (2) requires the
        company to hold a meeting.

(6) A company shall comply with conditions imposed on it under subsection (5).

(7) A permission or extension in force under subsection (5) has effect
accordingly.

(8) An application by a company for a permission or extension under subsection
(5) shall be made before the end of the calendar year in which, or of the
period within which, as the case may be, subsection (1) or (2) would otherwise
require the company to hold the meeting.

(9) So long as proper notice is given to everyone entitled to receive notice
of the meeting, a general meeting may be held at any time and the company may
resolve that any meeting held or convened to be held shall be the annual
general meeting of the company.

(10) If default is made in holding a meeting under this section or in
complying with a condition imposed under subsection (5) the Court may, on the
application of a member, order a general meeting to be convened.