The rules for conducting a general meeting

Posted by:
Stephen Øyhovden
on
January 12, 2022
The general meeting is the supreme authority in the company. It is the board that convenes and the company's shareholders have the right to attend and vote. We have put together an overview of what you must keep in mind when conducting a general meeting.

The general meeting shall be held annually and the company also has the opportunity to hold one or more extraordinary general meetings if necessary.

The general meeting has to be held by the 30 of june
The general meeting shall be held within six months after the end of each financial year. This will mainly be no later than the 30 of june each year, with the exception of limited companies with deviating financial years.

Requirements for the notice
The company's board is responsible for the notice in the form of a written inquiry to all shareholders. The notice shall contain the matters to be considered at the general meeting, and it shall:

  • specify the time and place of the meeting
  • be sent no later than one week before the general meeting takes place, unless the articles of association set a longer deadline
  • contain information on proposals to amend the articles of association if this is set up as a matter

Attendance at general meetings
All shareholders in the company have the right to participate, make proposals and speak at the general meeting, but they have no statutory duty to attend. Normally, the general meeting is conducted by the shareholders participating physically, but shareholders can also participate digitally.

If the meeting is to be conducted digitally, reassuring opportunities must be provided for controlling participants, voting and opportunities for authenticating each voter.

The shareholders also have an unconditional right to bring an adviser to the general meeting (eg lawyer / auditor), give the right to speak to one adviser or be represented by a proxy. In that case, the power of attorney must be given in writing, dated and signed. Votes and statements from the proxy shall normally be regarded as the shareholder's own vote and statement.

There is no minimum requirement for the number of shareholders who must be present for the general meeting to have a quorum.

Who is responsible for the opening of the general meeting, and who is the chair of the meeting?
The chairman of the board or the person appointed by the board opens the meeting. The general meeting shall also elect a chairman of the meeting, unless the articles of association have already determined who shall chair the meeting.

The rules for voting at general meetings
The person who opens the meeting is responsible for compiling a list of the shareholders who have attended, either by themselves or by proxy. The list shall state how many shares and votes each of them represents, and be used until it is amended by the general meeting.

Each share gives one vote and new decisions are made by a majority in votes. That is, more than half of the votes that has been cast. If there is a tie (50-50), the chairman of the meeting will decide.

Also note that different decisions have different requirements for the size of the majority. Read more in Aksjeloven, Chapter 5.

Requirements for protocol
A protocoll shall be kept of each general meeting held and it shall be signed by at least two people, one of whom shall chair the meeting. The protocoll shall be kept in a safe place throughout the company's lifetime. The protocolls are usually sent out to the shareholders after the meeting.

Invalidity
Shareholders, board members or the general manager can sue the company and have them sentenced for invalidity if they believe that the decitions made in the general meeting was made illegally or is contrary to the company's articles of association. A majority of employees or a trade union representing ⅔ of the employees can also sue against illegal decisions. In that case, the case must be brought before the district court within 3 months after a decision has been made.

Simplified general meeting
A simplified general meeting (Section 5-7 of Aksjeloven) can be conducted without a physical presence, for example electronically, and no formal notice is required in advance. All shareholders, on the other hand, must consent to the simplified general meeting and a protocoll must be kept.

Extraordinary general meeting
Extraordinary general meetings are held and convened in the same way as ordinary general meetings. The board, the company's auditor and shareholder(s) may decide that a meeting shall be held.

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