General meeting

The shareholders’ opportunity to make decisions and vote on significant matters in the company

The general meeting is a company’s top management body. Here, the shareholders decide and vote on significant matters in the company.

The company’s articles of association regulate the voting distribution and weight of the shares. At the same time, the specific exercising of one’s voting rights may be regulated in, e.g. shareholders’ agreement.

The majority of votes by which decisions can be made is regulated in the Danish Companies Act, but can, to a large extent, be deviated from in the company’s articles of association and/or a shareholders’ agreement.

We are always ready to help with general meetings, both as chairman of the meeting and with assistance in general.

Types of general meetings

General meetings can be divided into two main types, ordinary general meetings, and extraordinary general meetings.

What is an ordinary general meeting?

The Danish Companies Act dictates that companies must hold an annual general meeting. Here, the company’s annual accounts are presented for approval. Just as elections are held for the company’s Board of Directors if it has one. The company’s auditor is also elected if the Companies Act or the company’s articles of association require it, or a shareholder proposes it.

More exhaustively, decisions must be made at the company’s annual general meeting on the following points:

  • Election of a chairman of the meeting
  • Approval of the company’s annual accounts
  • Use of profit or coverage of losses, cf. the approved annual accounts
  • Possibly. election of board members
  • Possibly. election of an auditor
  • Other items that in accordance with the company’s articles of association have been referred to the general meeting
  • Proposals made by the shareholders

The agenda of the general meeting are prepared by the chairman, which must be attached to the registration with the Danish Business Authority. However, this only applies if resolutions passed at the general meeting give rise to the company’s articles of the association having to be amended or changes in the company’s management.

What is an extraordinary general meeting?

Extraordinary general meetings must be held if the central management body, the company’s supervisory board or the auditor elected by the general meeting requires it. Any shareholder can also demand that an extraordinary general meeting be held in private limited companies. On the other hand, in public limited companies, it requires a capital holding of at least 5% of the share capital to demand that an extraordinary general meeting be held.

At extraordinary general meetings, e.g. a decision can be made to replace the board of directors and the Executive Board during the year. Decisions on capital increases can also be made, and several other significant changes can be decided at extraordinary general meetings.

There are no fixed requirements for the content of an extraordinary general meeting’s agenda, apart from the fact that there must be elected a chairman responsible for preparing the minutes/minutes of the general meeting.

As with the agenda of the company’s annual general meeting, the agenda of the extraordinary general meeting must be attached to the registration with the Danish Business Authority, if decisions made at the general meeting give rise to the company’s articles of the association having to be amended or changes to the company’s management.