A small proprietary company does not need to hold an annual general meeting (AGM) under the Corporations Act if it is a company limited by guarantee that is also registered as a charity with the ACNC. The ACNC states that for companies limited by guarantee registered as charities, the previous AGM requirement in the Corporations Act no longer applies (ACNC, Annual general meetings). The ACNC instead requires those charities to meet Governance Standard 2, which is a flexible, principle-based standard to be accountable to members; holding an AGM is one way to meet it, not a fixed duty (ACNC, Annual general meetings).
If your small proprietary company is not a registered charity, different rules apply and this article does not cover them from verified source material. The evidence supplied for this guide is the ACNC factsheet on AGMs, which addresses charities and specific charity legal structures. You should confirm your company’s exact status and any state, territory or other regulator obligations directly.
When a small proprietary company must hold an AGM
Based only on the verified ACNC source:
- A company limited by guarantee that is also a registered charity is not required by the ACNC to hold an AGM. The former Corporations Act AGM obligation for this structure no longer applies (ACNC, Annual general meetings).
- An Indigenous corporation registered with the Office of the Registrar of Indigenous Corporations (ORIC) that is also a charity is required to hold an AGM (ACNC, Annual general meetings).
- An incorporated association charity must hold an AGM under its state or territory regulator, with rules differing by jurisdiction (ACNC, Annual general meetings).
- An unincorporated association charity is not required by the ACNC to hold an AGM, but its governing document may require one (ACNC, Annual general meetings).
The ACNC does not specifically require charities to hold an AGM, but a charity may have an obligation to another regulator or in its governing document (ACNC, Annual general meetings).
When a small company can use alternative decision processes
For a small proprietary company that is a charity and a company limited by guarantee, the ACNC applies Governance Standard 2 instead of a set AGM rule. This standard requires the charity to be accountable to its members and lets the charity decide how best to do that in its circumstances (ACNC, Annual general meetings).
Practical interpretation: a small charity company may use member communications, reports, resolutions or other accountability steps instead of an AGM. The ACNC describes holding an AGM as a good way to show compliance, not the only way (ACNC, Annual general meetings).
Questions you should verify: - Is your company registered with the ACNC as a charity? - Is it a company limited by guarantee, an Indigenous corporation, or another structure? - Does your governing document (constitution, rules or trust deed) state an AGM is required? - Do you have obligations to ASIC, ORIC, a state regulator or another body?
What records show the decision was made
If you hold an AGM, the ACNC suggests using templates for the notice, agenda and minutes, and writing the minutes soon after the meeting (ACNC, Annual general meetings). Typical AGM agenda items may include:
| Agenda item | Source note |
|---|---|
| Confirm minutes of previous AGM | ACNC, Annual general meetings |
| Present annual report and financial statement | Some charities need accounts reviewed or audited before AGM |
| Elect board members | ACNC, Annual general meetings |
| Allow time for member questions | ACNC, Annual general meetings |
If you do not hold an AGM, you should still keep records that show how the charity met Governance Standard 2. The ACNC does not list a single required document for this in the verified source. Practical interpretation: keep member reports, resolutions, meeting notes or equivalent evidence of accountability.
If changes are made at an AGM—such as to legal name, Responsible People, or governing document—small charities must notify the ACNC no later than 60 days after becoming aware of the change; medium and large charities within 28 days (ACNC, Annual general meetings).
Checklist for your small company
- [ ] Confirm ACNC charity registration status and legal structure.
- [ ] Read your governing document for any AGM requirement.
- [ ] Check other regulator obligations (ASIC, ORIC, state/territory).
- [ ] If no AGM required, document how members are kept accountable.
- [ ] If AGM held, prepare notice, agenda, minutes and notify changes within deadlines.
- [ ] Store records with dates and responsible parties.
Next steps
Start by checking your company’s ACNC registration and governing document. If you are a company limited by guarantee charity, an AGM is not mandated by the ACNC, but another regulator or your own rules may still require one. For structure-specific obligations, see the ACNC guidance on companies limited by guarantee and Indigenous corporations.
This article is general information based on the ACNC factsheet dated as shown in source links. It is not legal, tax, credit or financial advice, and does not promise any approval, exemption or outcome. For personal circumstances, confirm with the ACNC, ASIC or a qualified adviser.
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