Public companies must hold an annual general meeting. Private companies are generally not required to under the Companies Act — unless their Memorandum of Incorporation requires one, which many custom MOIs do. But the absence of a required AGM does not remove the underlying obligations: financial statements still have to be prepared and presented to shareholders where required, and decisions reserved to shareholders still have to be taken and recorded.
The common mistake is not skipping a meeting. It is concluding that because no meeting is required, no shareholder decisions need documenting.
Who has to hold one?
| Company type | AGM required? |
|---|---|
| Public company | Yes — annually, within the period the Act requires |
| Private company (Pty) Ltd | Generally no, unless the MOI requires it |
| Personal liability company (Inc) | Generally no, unless the MOI requires it |
| Non-profit company (NPC) | Depends on the MOI and whether it has members |
| State-owned company | Broadly follows the public company position |
The first thing to do is read your own MOI. A standard MOI generally will not require an AGM. A custom or investor-driven MOI frequently does — and where it does, the requirement is binding on the company even though the Act would not have imposed it.
People are frequently surprised by this, because the MOI was drafted years ago by an attorney and nobody has read it since. See what is an MOI and do you need a custom one.
What would an AGM deal with?
For a public company, the Act requires certain business at the AGM, which broadly includes:
Presentation of the annual financial statements, including the directors' report and the audit committee report where applicable
Election of directors, to the extent required
Appointment of an auditor for the following year
Appointment of an audit committee, where required
Any matters raised by shareholders, with or without advance notice
For a private company that does not have to hold an AGM, the same substance still arises — it simply happens differently.
If we do not hold one, what still has to happen?
This is the part that matters, and the part most private companies get wrong.
Financial statements still have to be prepared, where the company is required to prepare them, and provided to shareholders where the Act or the MOI requires. Not holding a meeting does not remove the reporting obligation. See what are annual financial statements and does your company need them.
Shareholder decisions still have to be taken properly. Anything reserved to shareholders — by the Act, the MOI or a shareholders' agreement — needs an actual shareholder decision. In a private company that is usually a written resolution rather than a meeting, which is entirely legitimate and much simpler.
And it must be recorded. A written resolution, signed and dated, kept with the statutory records. See how to write a board resolution and what statutory records must a company keep.
The CIPC annual return is separate and unaffected. It is due in your anniversary month whether or not you hold any meeting at all, and it is a different thing entirely — an AGM is a company meeting, the annual return is a filing. Confusing the two is common. See what is your company's anniversary date.
What decisions actually need shareholders?
Broadly, and subject to your MOI:
| Decision | Typically requires |
|---|---|
| Amending the MOI | Special resolution |
| Changing the company name | Special resolution |
| Issuing shares in certain circumstances | Shareholder approval |
| A share buyback from a director or prescribed officer | Special resolution |
| Financial assistance to a director or related company | Special resolution |
| Approving directors' remuneration | Special resolution |
| Removing a director | Ordinary resolution at a meeting, with process |
| Voluntary winding-up | Special resolution |
| Ordinary business decisions | The board |
Two rows deserve emphasis.
Directors' remuneration requires a special resolution within the preceding two years — and it is routinely overlooked in owner-managed companies where the directors and shareholders are the same people. Being both does not remove the requirement to pass the resolution.
Removing a director has a defined process including notice and an opportunity to be heard, and it must be done at a meeting rather than by written resolution. See can shareholders remove a director.
What about written resolutions instead?
For most private company decisions, this is the practical route.
A resolution can generally be passed by written consent of the required majority of shareholders entitled to vote, without a meeting — subject to the exceptions in the Act, of which the removal of a director is the important one.
What a good written resolution contains:
The company's name and registration number
Whether it is an ordinary or special resolution
The date
The decision, stated precisely enough that somebody reading it in five years understands exactly what was approved
Signatures of the shareholders passing it, with their holdings
Then file it with the statutory records, and file at CIPC where the decision requires it — an MOI amendment or name change does.
Is any of this enforced?
Not in the sense of somebody arriving to check. The consequences surface elsewhere, and later.
Due diligence. A buyer asks for the resolutions supporting every material decision. Their absence is a discount, a warranty and an indemnity — or a deal that does not complete.
A dispute. A shareholder challenges a decision, and the question becomes whether it was properly authorised. A signed resolution ends that argument. Recollection does not.
A CIPC filing that requires a resolution, where you do not have one.
A SARS query on directors' remuneration, where the authorising resolution was never passed.
An MOI-required AGM that was never held, which is a breach of the company's own constitution and something a shareholder can raise.
Frequently asked questions
Does a private company have to hold an annual general meeting in South Africa? Generally no under the Companies Act, unless the company's Memorandum of Incorporation requires one. Many custom or investor-driven MOIs do, so read yours.
Which companies must hold an AGM? Public companies must hold one annually. Private and personal liability companies generally need not unless their MOI says otherwise.
If we do not hold an AGM, do we still need financial statements? Yes, where the company is required to prepare them. Not holding a meeting does not remove the reporting obligation or the requirement to provide statements to shareholders where that applies.
Is the CIPC annual return the same as an AGM? No, and confusing the two is common. The annual return is a filing due in your anniversary month. An AGM is a company meeting. They are unrelated.
Can shareholder decisions be made without a meeting? Generally yes, by written resolution of the required majority — subject to exceptions in the Act, of which the removal of a director is the important one.
Do we need a resolution for directors' remuneration? Yes. Directors' remuneration generally requires a special resolution within the preceding two years, and it is routinely overlooked in owner-managed companies where directors and shareholders are the same people.
What happens if we never document shareholder decisions? Nothing immediately. It surfaces in a due diligence as a discount and warranties, in a dispute as an argument about whether a decision was authorised, or in a CIPC filing that requires a resolution you do not have.
Where should resolutions be kept? With the company's statutory records, signed and dated, at the registered office or wherever you have notified CIPC.
The meeting is optional. The record is not.
Private companies are right to skip the formality of an AGM they do not need. Where they go wrong is concluding that a decision taken informally between two people who own the whole company does not need writing down — until a buyer, a bank or the other shareholder asks.
Smartbook maintains statutory records for South African companies: resolutions drafted and filed, the securities register kept current, financial statements prepared, and CIPC filings made in your anniversary month.
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Last reviewed: 28 August 2026. Written by the Smartbook team — SAIPA and SAICA accredited, SARS registered tax practitioners. Meeting and resolution requirements depend on your MOI and the specific provisions of the Companies Act — check your own MOI and take advice where a decision is material. General guidance, not legal advice.
Primary sources: Companies Act 71 of 2008 · CIPC