What rules must be followed when convening a general meeting?

Posted by:
Are Berg Hjelle
on
March 8, 2022

All limited companies are required to hold a general meeting at least once a year, within six months after the end of the financial year. In this article, we have compiled the rules that must be followed in the summons.

The purpose of the notice convening the general meeting is to inform all shareholders that the meeting is taking place, as well as the decisions to be made. A correct notice is important to safeguard the shareholders' rights. As the general meeting is the shareholders' most important opportunity to exercise their authority in the company.

Who sends out the summons?
The board is responsible for sending out the notice of the general meeting in the form of a written inquiry to all shareholders.

The notice shall contain
The notice shall contain the time, place and proposals for the matters to be considered at the general meeting.

The notice shall provide a clear overview and description of each case to be dealt with. In other words, you can not include an item on the list of "possible cases".

All shareholders have the right to have a matter considered at the general meeting, but in that case it must be notified in writing to the board in good time. In principle, the general meeting can not decide matters that are not attached to the notice.

Also note that if a proposal to amend the articles of association is to be attached to the notice, the entire proposal must be reproduced in its entirety in the notice itself.

When should the notice be sent out?
For limited companies, the notice of the general meeting must be sent out no later than seven days before, but the most common is to send it out 14 days in advance. The companies can also make their own assessments of the length of the deadline. It is therefore possible to set up rules for a longer deadline for notice in the articles of association.

If you receive proposals for matters after the notice has been sent out, you can send out a new notice, no later than one week before the general meeting. For public limited companies, a notice can be sent out with a new agenda no later than two weeks before the general meeting.

Requirements for attachments
Together with the notice of the general meeting, you send the information the shareholders should have. Such as the annual accounts, the annual report and the auditor's report.

The attachments can be posted on the company's website, but must be sent to shareholders by post and free of charge if requested. This must be determined in the articles of association and the internet address of the appendices must be included in the notice.

Shareholders' right to attend
Both the chairman of the board and the general manager have a duty to attend the general meeting. All shareholders have the right to attend, ask for a proxy and have an adviser who has the right to speak.

Usually, each share will count as one vote, unless different share classes are determined in the articles of association.

Can the general meeting be held online?
There is no requirement that the general meeting be held as a physical meeting. Limited companies can choose to carry out a simplified general meeting procedure, as long as all shareholders agree to it.

This means that the general meeting can be held by telephone or video, where a draft of the protocol is sent around to the shareholders. In that case, this must be stated in the protocol.

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