An extraordinary general meeting, often shortened to EGM, is a shareholder meeting held between a company’s annual meetings to vote on a decision that cannot wait. In the United States the same gathering is usually called a “special meeting,” while “extraordinary general meeting” is the standard term in the United Kingdom, India, and most Commonwealth countries. The label changes with the jurisdiction; the purpose does not. Shareholders are being asked to formally approve something structural, and the rules on who may call the meeting, how far in advance they must notify shareholders, and what percentage of votes it takes to pass each resolution depend on where the company is incorporated, whether it trades publicly, and what its charter documents say.
When an EGM Gets Called
Most companies go years without one. When an EGM happens, something significant is usually on the table: approving a merger or acquisition, removing a director before their term ends, amending the articles of incorporation, authorizing a sale of major assets, restructuring share capital through new issuance or buybacks, or winding the company up entirely. Each of these reshapes shareholder rights, voting power, or the value of the investment in ways the board cannot decide alone.
Dissolution is the heaviest version. If shareholders adopt a plan to wind down the company and liquidate, the corporation must file IRS Form 966 within 30 days of adopting the resolution, and any amendment to that filing starts its own 30-day clock.1IRS. Form 966 Corporate Dissolution or Liquidation
One rule governs every EGM regardless of the trigger: the meeting can only vote on business specifically described in the notice. No surprise motions, no additions from the floor. If a resolution was not in the notice, it cannot come up for a vote.
Who Can Call One
The board of directors can convene a special meeting at any time it decides shareholders need to weigh in. That authority is universal. The harder question is whether shareholders can force a meeting the board would prefer not to hold.
Under the Model Business Corporation Act, which underlies most U.S. state corporate codes, shareholders holding at least 10 percent of the votes entitled to be cast on the proposed issue can demand a special meeting by delivering a signed written request describing the meeting’s purpose. A company’s articles of incorporation can lower that threshold or raise it as high as 25 percent.2LexisNexis. Model Business Corporation Act 3rd Edition Many large public companies have set the bar at 25 percent to make shareholder-initiated meetings difficult.
Not every state follows the MBCA on this point. Some grant shareholders a statutory right to call special meetings, others leave the question entirely to the charter. The bylaws and certificate of incorporation are the first place to check. If a valid shareholder demand is ignored, the requesting shareholders can usually convene the meeting themselves, and the company pays the reasonable costs.
Jurisdictions outside the U.S. use different thresholds. In the UK, shareholders holding 5 percent of voting shares can require the board to call a general meeting, and if the board fails to act within 21 days of receiving a valid request, those shareholders may convene it themselves. India sets the threshold at 10 percent of paid-up capital.
Notice Shareholders Must Receive
Once the meeting is called, the company has to notify every eligible shareholder with enough lead time to review the proposals and arrange to vote. The notice must state the date, time, and location of the meeting and include either the full text or a clear summary of every resolution to be voted on.2LexisNexis. Model Business Corporation Act 3rd Edition
Notice periods vary. A common statutory window runs 10 to 60 days before the meeting, with 14 days a frequent floor for private companies. A vote on the sale of all or substantially all of a company’s assets may require at least 20 days’ notice. UK companies must provide at least 14 “clear days” of notice, a calculation that excludes both the day the notice is sent and the day of the meeting.
The Record Date
The board must fix a record date to determine which shareholders are entitled to receive notice and vote. Under the MBCA, that date cannot be more than 70 days before the meeting; other states use a 10 to 60 day window. If the board fails to set one, most statutes default to the close of business on the day before the notice is sent. Only shareholders on the books as of the record date can vote, regardless of whether they buy or sell afterward.
Delivery and Proxies
Companies can send meeting notices electronically only to shareholders who have affirmatively consented to electronic delivery. Everyone else gets physical mail. Along with the notice, shareholders receive a proxy form letting them appoint someone else to vote their shares; the form should list each resolution and provide clear voting options. Failing to follow notice requirements can invalidate the entire meeting and every resolution passed at it.
Quorum and the Vote Needed to Pass
No business can be conducted until a quorum is established. A quorum is the minimum number of voting shares that must be represented, in person or by proxy, for the meeting to proceed. Most corporate statutes default to a majority of outstanding shares. A company’s charter can set a different number, but the floor is typically one-third of outstanding shares; going below that is not permitted no matter what the charter says.
The vote needed to pass a resolution depends on what kind of resolution it is:
- An ordinary resolution passes on a simple majority of votes cast. This covers most routine special meeting business, including approving a sale of major assets or electing directors.
- A special resolution typically requires 75 percent of votes cast. It is used for fundamental changes such as amending the articles of association or winding the company up, and the threshold is standard in UK and Commonwealth jurisdictions.
- A supermajority resolution uses a threshold set by the company’s charter, commonly between 66⅔ percent and 90 percent. U.S. companies often require supermajority approval for charter amendments, mergers, or removing certain board protections, specifically to prevent slim majorities from making sweeping changes.
The chairperson manages the voting. Initial votes may be taken by a show of hands, but any shareholder with sufficient voting power can demand a poll, which tallies votes based on shares held rather than people in the room. For contested decisions, a poll is almost always more accurate.
What Changes for Public Companies
Publicly traded companies face a layer of federal regulation on top of state corporate law. Before holding an EGM, a public company must file a proxy statement on Schedule 14A with the SEC and distribute it to shareholders. The proxy statement discloses what is being voted on, the board’s recommendation, and any potential conflicts of interest.
Special meetings have stricter filing rules than annual meetings. The preliminary proxy statement must be filed with the SEC at least 10 calendar days before the company sends the final version to shareholders, and there is no exemption from the preliminary filing requirement for special meetings regardless of how straightforward the proposals look.3eCFR. 17 CFR 240.14a-6 Filing Requirements If the company uses the “notice and access” method to deliver proxy materials electronically, the notice must go out at least 40 calendar days before the meeting.
When the agenda includes a contested election for board seats, the SEC’s universal proxy rules apply. The company’s slate and the dissident shareholders’ nominees must appear on a single proxy card so shareholders can mix and match. Dissident shareholders running their own candidates must solicit holders of at least 67 percent of the voting shares entitled to vote in the election.4U.S. Securities and Exchange Commission. Universal Proxy Rules for Director Elections Registered investment companies and business development companies are exempt from the universal proxy rules.
Written Consent Instead of a Meeting
Holding a formal meeting is not always necessary. Many corporate codes let shareholders take any action that could happen at a special meeting through written consent, without gathering in person or on a video call. The consent must be signed by shareholders holding at least the same number of votes that would have been needed to approve the action at an actual meeting where all shares were represented.
Consents must be delivered to the corporation within 60 days of the first consent being signed. A shareholder group that controls a majority of voting shares can, in some jurisdictions, replace the entire board by written consent without any meeting at all. The certificate of incorporation can restrict or eliminate the written consent right, and many public companies have done exactly that to prevent end-runs around the board.
Virtual and Hybrid Meetings
Virtual shareholder meetings have been standard practice since 2020, and most states now authorize fully remote meetings if the company’s charter or bylaws permit them. A smaller number of states require that a physical location remain available for shareholders who want to attend in person, which produces a hybrid format. The company’s governing documents control which option is available.
Running a virtual EGM legally takes more than setting up a video call. The company must verify the identity of remote participants, let shareholders vote and ask questions in real time, and use a platform secure enough for sensitive corporate information. Proxy materials still have to be delivered on the same timeline as an in-person meeting, and the SEC expects clear instructions on how shareholders can access, participate in, and vote at the meeting.
Beneficial owners who hold shares through a broker rather than directly on the company’s books sometimes face unexpected hurdles joining a virtual meeting. Verifying a beneficial owner’s right to participate is harder than verifying a registered shareholder’s identity, so companies planning virtual special meetings should work with their transfer agent and meeting platform provider well before the vote.
After the Vote
Passing a resolution is not the finish line. The corporate secretary records detailed minutes reflecting the discussions, vote tallies, and final outcome of each resolution. Those minutes become part of the company’s permanent corporate records and may be needed years later if any action is challenged in court.
If the meeting approved a charter amendment, the company must file a certificate of amendment with the appropriate state filing office. Fees and deadlines vary by state. A dissolution vote triggers IRS Form 966 within 30 days, along with state dissolution paperwork and creditor notification procedures.1IRS. Form 966 Corporate Dissolution or Liquidation
One detail catches companies off guard. Even after shareholders authorize a major transaction such as an asset sale, the board usually retains the power to abandon the deal without going back for another shareholder vote, as long as no binding third-party contract prevents it. That flexibility is built into most corporate statutes for situations that shift between the vote and the closing.
Board Duties and When Courts Step In
Directors do not get to treat EGMs as a nuisance to be avoided. When shareholders validly demand one, the board owes a fiduciary duty to act in the corporation’s interest, not in the directors’ personal interest in keeping their seats. Courts scrutinize board conduct around special meetings under different standards depending on what is at stake. Routine business decisions get the benefit of the business judgment rule, which gives directors wide latitude. Defensive actions against a takeover bid, or steps that interfere with a shareholder vote, trigger “enhanced scrutiny,” a tougher standard requiring the board to show its actions were reasonable and proportionate.
Where the EGM involves a transaction that benefits insiders, such as a buyout with a controlling shareholder on both sides, courts apply “entire fairness” review. Under that standard the board has to prove the transaction was fair in both price and process. Directors who block or delay a legitimate shareholder-requisitioned meeting without a good-faith corporate purpose risk personal liability, and courts have not been sympathetic to boards that use procedural tactics to avoid facing a vote.