Annual General Meeting of Shareholders


Subject to the provisions of a corporation’s Articles of Incorporation or By-laws, it is not necessary to have an Annual General Meeting (AGM) unless the shareholders insist. The only business which must be conducted at the AGM is the election of directors. Generally, the terms of a director’s election are for one year or until removed or retired. Those presently in the positions are presumed to continue until new directors are elected.  Furthermore, the absence of the AGM is not fatal to a corporation (See BCA sec. 7.1.3).


There are two main ways to meet the objective of an AGM. The Shareholders can hold an actual meeting or they can pass written resolutions in lieu of a meeting.  Subject to the provisions of BCA Sec 7.4, any action to be taken at a meeting of the Shareholders can be accomplished by a resolution in writing.


Shareholders’ meetings and action taken without a meeting are covered in Chapter 7 of the Liberian Business Corporation Act (Link to law).