The general meeting in a limited company

Last updated: 20 July 2018 .

Limited companies are obliged to arrange one general meeting a year.

The general meeting is the supreme governing body of the company. The company’s shareholders have the right to appear and vote at the general meeting. The shareholders can meet in person or participate at the general meeting by means of electronic devices.

The general meeting must be held within six months after the end of each financial year. This is the annual general meeting. Every other general meeting is called extraordinary general meetings.

The annual general meeting must among other things approve the annual accounts, the annual report and distribution of dividend. Other matters which pursuant to law or according to the articles must be decided by the general meeting, are also dealt with here.

Extraordinary general meeting

The board can summon an extraordinary general meeting if necessary. The Limited Liability Companies Act contains regulations saying that the auditor or a shareholder can demand the summoning of an extraordinary general meeting. The Limited Liability Companies Act regulates the way in which an extraordinary general meeting should be carried out, and which proceedings can or must be dealt with in this meeting.

Simplified general meeting

If none of the shareholders opposes, a case can be processed in the general meeting based on the regulations in the Limited Liability Companies Act sections 5-7 regarding simplified general meeting. A limited company can arrange a simplified general meeting when

  • all shareholders are able to participate in the proceedings in an appropriate manner.
  • the board members, and possibly the general manager and the auditor have the opportunity to comment on the proceedings.

A shareholder, a board member, the general manager or the auditor has the right to demand regular proceedings by the ordinary general meeting.

The minutes from the general meeting

The general meeting has to create minutes from the meeting. The minutes from the general meeting is an important piece of documentation showing the state of affairs of the company. For that reason, the document must meet certain formal requirements regarding the content and signature(s).

What are the requirements of the minutes of the annual general meeting?

The minutes from the annual general meeting or an extraordinary general meeting must contain information about

  • which company is holding the general meeting
  • the date and the place of the meeting
  • how many shares are represented
  • the approval of the summoning of the meeting, unless all shares are represented
  • which proceedings/decisions have been made

The document must be signed by the chair of the meeting and one more person, at the least, chosen by the general meeting, among the persons present.

The minutes from a simplified general meeting must contain information about

  • which company is holding the meeting
  • the date
  • a list of which shareholders participated in the proceedings
  • a list of all proceedings/decisions which have been made
  • the decision showing that the meeting is held pursuant to the Limited  Liability Companies Act sections 5-7
  • signature by the  chair of the board at the time of the signing, or by a person appointed by the general meeting

The document must be sent to all the shareholders.