An ordinary general meeting must be held minimum once a year. In addition, extraordinary general meetings may be held in special cases, for example, if the management, the board or an auditor demand it.
At the meeting, the shareholders have influence. This is where they get the opportunity to exercise their rights and pass resolutions. Thus, a number of formal rules apply to ensure that the general meeting is duly convened and conducted.
Before the meeting is held, it is important that the requirements of the agenda are complied with. Such requirements are governed by company law or possible requirements stipulated in the articles of association. For example, the processing competencies of the general meeting are limited to the contents of the agenda.
Furthermore, there is a number of requirements to the contents of the notice convening the meeting;
- the general meeting must be convened by the management or the board.
- the notice convening the meeting must be given no earlier than four weeks prior to and no later than two weeks before the general meeting, unless another deadline is stipulated in the articles of association.
- the notice convening the meeting must include an agenda for the general meeting as well as time and place.
Special rules apply to private (limited) companies and public (limited) companies.
In some cases, the general meeting requires a certain percentage of the shareholders’ attendance to be competent to form a quorum, and certain resolutions require a certain percentage of the shareholders’ majority to be passed. It is therefore important to submit the notice convening the meeting in good time to ensure sufficient attendance.
At NJORD, we provide assistance in drawing up the agenda, the notice convening a meeting, and other necessary documents, including compliance of the requisite deadlines.
At the general meeting, decisions will be made with regard to the annual report, any profit or loss, and questions that according to the articles of association are assigned to the general meeting.
Basically, the meeting is held by the shareholders’ physical attendance. It can also be held electronically if this is stipulated in the articles of association. However, the general meeting must be held by physical attendance, if shareholders who own more than 10% of the share capital demand it.
The Danish Companies Act stipulates who is entitled to attend the general meeting, including the right to attend by proxy, the number of proxies, and the possibility of attending the meeting together with an adviser. For example, shareholders are entitled to attend the general meeting by proxy. The shareholder or the proxy can attend the general meeting together with an adviser, for example an attorney.
At the general meeting, most resolutions are passed by simple majority, but certain resolutions require a qualified majority or that all the owners agree, if this is stipulated in a shareholders’ agreement. For example, the language of the general meeting and the belonging documents can be resolved by simple majority.
NJORD offers to provide advice on company law and assistance at your general meeting. In this way, it is ensured that the meeting proceeds correctly according to the company’s articles of association and company law. We can assist as attorney, secretary or chairman.
When a general meeting has been held, certain company changes must be registered with the Danish Business Authority, including amendments to the articles of association, change of name, management and auditor changes, and capital increase and reduction.
At NJORD, we can provide assistance in registering company changes with the Danish Business Authority and ensure that your company complies with applicable company law, so that you can focus on what is most important for your business.
In companies with a small group of owners, a general meeting can be processed by a so-called ‘resolution by circulation’. A resolution by circulation complies with the rules of company law, but in this case the shareholders do not attend physically, if they have granted power of attorney to the chairman.
At NJORD, we can contribute by drawing up minutes of general meetings customized to your company and the intended result.
NJORD Law Firm has a track record in domestic and cross-border M&A and has seen a recent uptick in private equity and venture capital investment work. Spearheaded by Jens Christian Dreyer, the group also receives equity fundraising, corporate restructuring and shareholder instructions; it has particular experience in drafting shareholder agreements for its cross-sector client roster.
Great and competent team. They prioritise getting to know the client in order to get a full understanding of the company needs and provide the best legal advice. NJORD had advised us on different legal aspects of our business, always with great professionalism and competence in a way that fully met our needs.
NJORD Law Firm provides ‘a high level of expertise’ paired with ‘valuable advice’ and ‘excellent and professional service level’. Lars Lokdam and René Lykke Wethelund are key contacts for M&A work; Lokdam advised Philips on its sale of Philips BioCell through a management buy-out, and Wethelund assisted Enghouse Systems with its purchase of shares in SimaTech. Jens Christian Dreyer leads the team and is ‘very reliable’ and accessible 24/7’