An AGM minutes format is not the same as the format you would use for a board meeting. An annual general meeting (AGM) is a meeting of the members of a company, called once a year, where shareholders vote on things like approving accounts, declaring a dividend and appointing or re-appointing auditors and directors. The minutes of that meeting have to show whose approval was taken, how, and for what, which makes the format stricter than a board meeting and very different from a weekly team note.
This guide gives you an AGM minutes format you can copy, a filled-in example with an Indian company, and a plain explanation of what the Companies Act and Secretarial Standard 2 (SS-2) expect, so your company secretary or founder is not starting from a blank page every year.
How AGM minutes differ from board minutes
Both are legal records, but they record different proceedings. A board meeting is directors deciding on the company's day to day affairs. An AGM is members, the shareholders, exercising the rights that come with owning shares. The two should never be mixed into one minutes book.
| Board meeting minutes | AGM minutes |
|---|---|
| Attended by directors | Attended by members (shareholders) and their proxies |
| Quorum is a number of directors | Quorum is a number of members personally present |
| Decisions are board resolutions | Decisions are ordinary or special resolutions, voted on by members |
| Held as often as the board needs | Held once every financial year, within a fixed gap of the last one |
| Governed mainly by Secretarial Standard 1 (SS-1) | Governed mainly by Secretarial Standard 2 (SS-2) |
If your company also holds board meetings, see our board meeting minutes format for that separate record.
What the Companies Act and SS-2 expect
Section 96 of the Companies Act, 2013 requires every company except a one person company to hold an AGM each year, with the gap between two AGMs not exceeding fifteen months. Section 118 and Secretarial Standard 2, issued by the Institute of Company Secretaries of India, shape how the minutes of that meeting should read.
- Quorum is counted in members, not directors. For a private company it is usually two members personally present, unless the articles say otherwise. For a public company it depends on the number of members as on the date of the meeting, under Section 103.
- Every resolution is recorded as ordinary or special. Routine business, like adopting accounts or re-appointing an auditor, generally needs an ordinary resolution (a simple majority). Anything that changes the company's constitution or rights, like altering the articles, usually needs a special resolution (a higher majority), and the minutes should say which kind each item was.
- Voting method is recorded. Many AGMs today are held by show of hands, poll or electronic voting (e-voting). The minutes should state how the vote was taken and the result, not just the outcome.
- Virtual AGMs are now routine. Companies can hold AGMs through video conferencing or other audio-visual means, and the minutes should note that the meeting was held this way and how attendance and voting were verified.
- The chairman signs within 30 days, and the signed minutes go into a minutes book kept permanently at the registered office, open to inspection by members.
None of this changes what an AGM actually discusses, it only changes how carefully that discussion has to be written down.
AGM minutes format (copy this template)
This AGM minutes format covers a typical annual general meeting of an Indian private or unlisted public company. Adjust the resolution wording to match your own notice and explanatory statement.
Minutes of the Annual General Meeting
Company: [Company name], CIN [CIN number]
Meeting: [Nth] Annual General Meeting
Date and time: [Date], [start time] to [end time]
Venue: [Registered office / "through video conferencing" if held virtually]
Present
[Name], Chairman
[Number] members present in person, representing [number] shares, as per the attendance register
[Number] members present by proxy
In attendance: [Name], Company Secretary; [Name], Statutory Auditor (if present)
Quorum
The Chairman confirmed the requisite quorum was present and called the meeting to order at [time].
Ordinary business
[Item, e.g. "To receive, consider and adopt the audited financial statements for the year ended 31 March [year], together with the reports of the Board and Auditors."]
Resolved as an ordinary resolution that [the resolution as passed], by [show of hands / poll / e-voting], with [number] votes in favour and [number] against.
Special business (if any)
[Item requiring a special resolution, with the explanatory statement referenced.]
Resolved as a special resolution that [the resolution as passed], by [voting method], with [number] votes in favour and [number] against.
Any other business
[Note any question raised by members and the Chairman's response, even if no resolution followed.]
Closure
There being no further business, the Chairman thanked the members and declared the meeting closed at [time].
Minutes recorded by: [Name]
Signed by Chairman: [Name], on [date]
A filled-in example
Here is how the format above looks once it is filled in, for the AGM of a small Indian private company.
Minutes of the Annual General Meeting
Company: Nilgiri Foods Private Limited, CIN U15400KL2019PTC055231
Meeting: 7th Annual General Meeting
Date and time: 28 September 2026, 4:00 pm to 4:50 pm
Venue: Registered office, Kochi, and through video conferencing
Present
Mr. Thomas Varghese, Chairman
4 members present in person and by video conferencing, representing 82,000 equity shares, as per the attendance register
1 member present by proxy
In attendance: Ms. Anjali Menon, Company Secretary; Mr. Suresh Kamath, Statutory Auditor
Quorum
The Chairman confirmed the requisite quorum under Section 103 was present and called the meeting to order at 4:00 pm.
Ordinary business
The audited financial statements for the year ended 31 March 2026, together with the reports of the Board and Auditors, were placed before the members.
Resolved as an ordinary resolution that the audited financial statements for the year ended 31 March 2026, together with the reports of the Board of Directors and the Auditors thereon, be and are hereby received, considered and adopted, by show of hands, with all members present voting in favour.
The re-appointment of M/s Kamath and Co., Chartered Accountants, as statutory auditors was placed before the members.
Resolved as an ordinary resolution that M/s Kamath and Co., Chartered Accountants, be and are hereby re-appointed as statutory auditors of the company until the conclusion of the next Annual General Meeting, by show of hands, with all members present voting in favour.
Any other business
A member asked about the timeline for the new Thrissur warehouse. The Chairman responded that the lease was signed and operations were expected to begin in the next quarter.
Closure
There being no further business, the Chairman thanked the members and declared the meeting closed at 4:50 pm.
Minutes recorded by: Anjali Menon
Signed by Chairman: Thomas Varghese, on 15 October 2026
Common mistakes to avoid
- Not stating the kind of resolution. If the minutes do not say whether a resolution was ordinary or special, a reader cannot tell if the right majority was obtained.
- Leaving out the voting method and numbers. "The resolution was passed" is not enough. Record how the vote was taken and, where available, the count in favour and against.
- Treating the AGM like a discussion forum. Members can and do ask questions, but the minutes should capture the question and the answer briefly, not the back and forth.
- Forgetting proxies. A member voting through a proxy still counts towards quorum and the vote, and the minutes should reflect that.
- Mixing up the financial year the AGM covers with the year it is held in. An AGM held in September 2026 usually adopts accounts for the year ended 31 March 2026, and the minutes should say so clearly.
A quick checklist before you circulate AGM minutes
Before you send the draft
- Company name, CIN and meeting number are correct
- Quorum is confirmed, with the number of members present and by proxy
- Every item of business matches the notice and explanatory statement sent earlier
- Each resolution says whether it is ordinary or special, and how it was voted on
- Any question from a member and the Chairman's answer are briefly recorded
- The minutes are going into the minutes book for general meetings, kept separately from board minutes
- The Chairman has signed and dated the final version
Doing this with an AI meeting notetaker
An AGM can run for under an hour, but it covers several resolutions, questions from members and a vote count, all of which need to land correctly in the final minutes. An AI meeting notetaker can carry the first draft so your company secretary only has to check the wording and the numbers before the Chairman signs.
Zrec records the meeting from your computer, with no bot joining the call, and works whether the AGM is held at the registered office, through video conferencing, or both at once. It transcribes with each speaker named, so a question from a member and the Chairman's answer are both attributed correctly, and every resolution in the minutes links back to the exact moment it was proposed and voted on in the recording. Meetings that mix Hindi and English are transcribed in Hinglish and the minutes still come out in English.
For the board meeting side of company record-keeping, see board meeting minutes format, and for the general structure most meetings use, see our minutes of meeting format and example.
Tip: keep last year's AGM minutes open while drafting this year's. The ordinary business rarely changes in structure, only in the numbers, and comparing the two catches a missed item before the Chairman signs, not after.