What is a general meeting of shareholders and what is decided there?

A general meeting of shareholders is the decision-making body of a private limited company. The annual general meeting is held once a year, while an extraordinary general meeting is arranged when necessary. The general meeting decides on matters that the Limited Liability Companies Act or the company’s articles of association assign to the general meeting. (finlex.fi)
 

Annual general meeting

The annual general meeting must be held within six months of the end of the financial year. The meeting is convened by the company’s board of directors. (finlex.fi)

The annual general meeting generally decides on:

• approving the financial statements
• how to use the profit shown on the balance sheet, for example whether dividends are paid or the profit is retained in the company
• granting discharge from liability to the members of the board of directors and the managing director
• electing the members of the board of directors and the auditor, if these elections fall within the authority of the general meeting
• other matters that, under the company’s articles of association, must be handled at the annual general meeting. (finlex.fi)

The general meeting does not decide on every matter related to the company’s operations. The board of directors and the managing director are responsible for managing the company within the scope of their respective authority.
 

Extraordinary general meeting

An extraordinary general meeting is arranged when the company needs to decide on a matter before the next annual general meeting.

An extraordinary general meeting must be held, for example, when:

• the company’s articles of association require it
• the board of directors considers the meeting necessary
• the auditor requests the meeting
• shareholders holding at least one-tenth of all the company’s shares jointly request, in writing, that a meeting be held to address a specific matter.

The company’s articles of association may also specify a lower threshold. In a private limited company, the notice of the meeting must be delivered within two weeks of receiving the request from the shareholders or the auditor. (finlex.fi)
 

Voting rights at the general meeting

A shareholder’s number of votes is generally determined by the number of shares they own. However, the company’s articles of association may provide for different share classes and provisions that affect voting rights.
 

Minutes of the general meeting

Minutes must be drawn up for the general meeting. The chair of the meeting is responsible for ensuring that the minutes are prepared.

The minutes must record:

• the decisions made at the general meeting
• the results of any votes
• the shareholders represented at the meeting, as well as the number of shares and votes they hold, in a list of shareholders and votes.

The minutes are signed by the chair of the meeting and the person elected to inspect the minutes. The minutes must be made available for inspection by the shareholders no later than two weeks after the meeting. (finlex.fi)

The minutes generally do not need to include the entire discussion held at the meeting. It is usually sufficient to record the decisions made and the results of any votes.
 

Please also note

As a general rule, the general meeting may only decide on matters that are included in the notice of the meeting or that must otherwise be addressed at the meeting under the law or the company’s articles of association. Always check your company’s articles of association, as they may contain provisions that supplement the Limited Liability Companies Act.