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Limited companies are required to hold an annual general meeting every year. In a series of articles, the law firm Halvorsen & Co will provide a brief introduction to key aspects of organising an annual general meeting. Below you will find a brief summary of what to consider when convening a general meeting. The summary is based on the requirements of the law, and not any regulations in the articles of association.
The annual general meeting must be held by the end of June each year. The topic of the AGM is the approval of the annual financial statements, the annual report (if applicable), and any distribution of dividends. In addition, the AGM shall consider and decide on other matters in accordance with the law or articles of association.
The starting point is that the general meeting shall be held in a meeting. The form of the meeting is determined by the board, unless the articles of association state otherwise. The board of directors must ensure that the general meeting is conducted properly, including that shareholders are given the opportunity to participate. The rules on convening general meetings are intended to give shareholders this opportunity.
The board convenes a general meeting. If this is not done, a board member, the CEO or a shareholder may demand that the district court convene a general meeting.
Notice of a general meeting in a physical meeting must:
- Notify the shareholders in writing, stating the time and place of the meeting and the form of the meeting.
- Be sent no later than one week before the meeting is to be held.
- Disclose the procedure for advance voting (if applicable in the company).
- Provide information about the agenda/agenda and specify the items to be discussed.
- Contain any proposals for amendments to the articles of association.
- The annual accounts, annual report (if any) and auditor's report shall be sent to the shareholders no later than one week before the meeting.
- Provide information about where case documents can be found electronically (if applicable in the company).
Notice of general meetings in electronic meetings must be given in addition to the points above:
- Provide information about the procedure for electronic participation and voting.
There are no explicit requirements for convening a simplified general meeting. The implementation requires that no shareholders object to the simplified general meeting. In addition:
- All shareholders are given the opportunity to participate in the consideration of the matter in an appropriate manner.
- Board members and (if applicable) the CEO are given the opportunity to comment.
- Board members may request a physical meeting.
- The auditor is given the opportunity to comment if the nature of the case makes it necessary.
Irrespective of the form of implementation, the board must also take into account that shareholders have the right to have questions addressed at the general meeting and to submit proposals for resolutions. Matters from the shareholders must be reported in writing to the board of directors no later than seven days before the notice period. In the notification, the shareholder must include a proposed resolution or an explanation of why the matter is on the agenda. If the board of directors has already sent a notice of meeting, the meeting must be reconvened if the deadline for the notice of meeting has not passed.
Advokatfirmaet Halvorsen & Co AS assists both boards of directors and shareholders in all stages of organising (ordinary) general meetings.
Contact person
Benjamin Nordhaug
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