General Assembly

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

The general assembly 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 assemblies, both as chairman of the assembly and with assistance in general.

Types of general assemblies

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

What is an ordinary general assembly?

The Danish Companies Act dictates that companies must hold an annual general assembly. 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 assembly on the following points:

  • Election of a chairman of the assembly
  • 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 assembly
  • Proposals made by the shareholders

Minutes of the general assembly 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 assembly 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 assembly?

Extraordinary general assemblies 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 assembly 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 assembly be held.

At extraordinary general assemblies, 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 assemblies.

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 assembly.

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