Worth knowing about general meetings

General Meetings in Private Limited Companies (ApS) and Public Limited Companies (A/S)

This article provides an overview of what general meetings entail in a private limited company (ApS) and a public limited company (A/S). It also outlines the general conditions that should be considered when organizing such meetings.

What Is a General Meeting?

When a general meeting is held, the Danish Companies Act contains provisions regarding formalities for convening and organizing the meeting. These regulations ensure that decisions are not made without giving shareholders the opportunity to discuss and adopt proposals properly. Non-compliance with these provisions can result in invalid resolutions if objections are raised.

Notice of General Meeting

All shareholders must be properly notified of a general meeting. The method of notification is generally optional, such as:

• Public announcements (e.g., in the Danish Business Authority’s IT system or newspapers).
• Written communication to shareholders (e.g., by regular mail or email), provided this is regulated in the articles of association.

Notice must comply with the timeframes specified in the Danish Companies Act: no earlier than 4 weeks and no later than 2 weeks before the meeting. Articles of association can include more detailed provisions within this framework. The notice must include the time and place of the meeting and the agenda, listing matters to be addressed.

Election of Chairman

A chairman must be appointed, as required by section 101(1) of the Danish Companies Act. The chairman oversees the meeting to ensure it is conducted responsibly and appropriately. Typically, shareholders elect the chairman by a simple majority, but the articles of association can specify alternative arrangements, such as appointment by the board of directors.

The chairman’s main responsibilities include ensuring that decisions comply with the articles of association and applicable laws. While no specific qualifications are required, the chairman should be experienced, independent, and impartial.

Key tasks of the chairman include:

• Ensuring the legality of the summons.
• Counting attendees/representatives and verifying their voting rights.
• Approving the validity of powers of attorney.
• Announcing the outcome of resolutions made at the meeting.
• Deciding on rights to attend, speak, and vote.
• Maintaining order during the meeting.
• Ensuring all agenda items are addressed.
• Deciding on disqualification issues.
• Determining the voting method according to applicable laws and the company’s articles of association.

Annual General Meeting

Companies must hold at least one general meeting annually, in compliance with section 88(2) of the Danish Companies Act. This meeting must occur in time to approve the annual report for submission to the Danish Business Authority by the deadlines outlined in the Danish Financial Statements Act. Key decisions at the annual general meeting include:

• Approval of the annual report.
• Allocation of profits or coverage of losses.
• Opting in or out of auditing (if conditions for opting out are met).
• Other matters specified in the company’s articles of association.

Extraordinary General Meeting

Extraordinary general meetings may be necessary for decisions between annual meetings. These can be called by the central governing body (e.g., the board of directors) or any shareholder. A written request must specify the topic to be discussed. Once a request is made, the meeting must occur no later than 2 weeks thereafter.