Annual general meeting and general meetings
A limited company can hold both annual general meetings and general meetings.
Annual general meeting
A limited company is legally obliged to hold an annual general meeting (årsstämma) in which the shareholders elect board members, are presented with the annual accounts for approval etcetera.
An annual general meeting must, at the latest, take place within six months of the company’s financial year-end. The meeting must be held within the city, town or village where the registered office of the company is situated.
General meetings (bolagsstämma) can be held wherever suitable and whenever necessary throughout the year. The shareholders may want to elect new board members, appoint a new auditor or adopt new articles of association.
Notice to attend a general meeting
The procedures of notice to attend a general meeting must be stated in the articles of association.
Both private and public limited companies must send notice to attend annual general meetings and general meetings as stated in their articles of association. Notice can be done by, for example, email or post.
Public limited companies are also legally bound to announce all types of general meetings in the national gazette, Post- och Inrikes Tidningar, and in a nation-wide newspaper named in the articles of association.
Mandatory items on the agenda
Certain items on the agenda are mandatory at both general meetings and annual general meetings.
The agenda must cover the following items:
- Election of person to chair the meeting
- Establishment and approval of electoral roll
- Election of one or two persons to check the minutes after the meeting
- Verification on whether the meeting has been duly summoned
- Approval of the agenda
At an annual general meeting the agenda must, except for the items mentioned above, also cover the following items:
- Presentation of the annual report and the auditor’s report
- Decision on
- profit-and-loss account and balance sheet
- distribution of the company’s profit or loss according to the approved balance sheet
- whether the board members and, if the company has a managing director, he or she shall be granted discharge from liability
- Election of board of directors and auditor, if the company shall have an auditor
- Establishment of the remunerations of the board members and auditor, if the company has an auditor