The general meeting is the supreme authority of the shareholders in a Norwegian limited company. This is where the most important decisions are made – from approving the annual accounts to amending the articles of association, electing the board and deciding dividends. Chapter 5 of the Norwegian Companies Act regulates the entire process: who may participate, how the meeting is convened and held, what majorities are required, and what happens if something goes wrong.
Many owners of small limited companies regard the general meeting as a formality. In practice, the requirements are precise, and errors can make resolutions vulnerable to challenge. This guide walks through the rules step by step – focusing on what you actually need to know when you are to hold or attend a general meeting.
What is the general meeting, and what authority does it have?
Through the general meeting, the shareholders exercise the supreme authority in the company under section 5-1 of the Companies Act. This means that the board and the managing director run day-to-day operations, but certain decisions – and overall control of the company – rest with the shareholders collectively.
Typical matters that fall within the general meeting's remit, either directly under the law or under the articles of association, include:
- approval of the annual accounts and any annual report,
- decisions on dividends,
- amendments to the articles of association,
- election of the board and, where applicable, the auditor,
- decisions that restrict shareholders' rights,
- approval of particularly large agreements with related parties where the law requires it.
In companies with a corporate assembly, or where it has been agreed that the company shall not have a corporate assembly, special rules apply that supplement this. For most small limited companies, the general meeting is the central decision-making body.
When must the company hold an ordinary general meeting?
The company must hold an ordinary general meeting within six months of the end of each financial year, under section 5-2 of the Companies Act. For companies with a calendar year as their financial year, this in practice means no later than 30 June each year.
The deadline is absolute. If the board fails to convene in time, the district court may convene the meeting on application from a board member, the managing director, the auditor or a shareholder. The costs are then borne by the company.
Which matters must be dealt with at the ordinary general meeting?
At the ordinary general meeting, the following matters must be considered and decided:
- approval of the annual accounts and any annual report, including distribution of dividends,
- other matters that under the law or the articles of association fall within the general meeting.
The annual accounts, any annual report and the auditor's report must be sent to each shareholder with a known address no later than one week before the general meeting. Shareholders must therefore have time to review the figures before approving them.
In practice, the ordinary general meeting often also includes election of the board, remuneration of the board and auditor, and possibly consideration of other standing matters required by the articles of association or established practice.
When must the board convene an extraordinary general meeting?
The board may at any time decide to convene an extraordinary general meeting under section 5-3 of the Companies Act when a decision by the shareholders is needed between the ordinary meetings. Typical examples include amendments to the articles of association, share capital increases, mergers, sale of material assets or changes to the composition of the board.
The board is obliged to convene when:
- the auditor who audits the annual accounts requests it in writing in order to have a specified matter dealt with, or
- shareholders representing at least one-tenth of the share capital request it in writing.
In such cases, the general meeting must be held within one month of the request being made. The notice period in the articles of association does not apply when the meeting is convened following such a request from shareholders – which can make the timetable tight.
The board is also obliged to convene when the duty to act upon loss of equity requires the general meeting to consider the company's financial position.
If all shareholders consent, an extraordinary general meeting may be held without the board first passing a formal resolution to convene. This is common in owner-managed companies where everyone agrees to deal with a matter quickly.
Who has the right to convene a general meeting?
As a general rule, the board convenes the general meeting under section 5-4 of the Companies Act. The board is also responsible for ensuring that the meeting is conducted in a proper manner.
If the board fails to convene a general meeting that is to be held under the law, the articles of association or a previous resolution of the general meeting, the district court must convene it as soon as possible when requested by:
- a board member,
- the managing director,
- the auditor who audits the annual accounts, or
- a shareholder.
The company bears the costs of such convening. In practice, this is a safety valve used when the board fails to fulfil its duties – for example where the ordinary general meeting is delayed.
How should notice of a general meeting be prepared?
Notice is not merely a calendar invitation. It is a formal document that sets the framework for what may be decided.
Written notice and content
The general meeting is convened by written notice to all shareholders with a known address, under section 5-5 of the Companies Act. The notice must state:
- the time and place of the meeting,
- the meeting format – physical, electronic or a combination,
- where applicable, the procedure for electronic participation and voting,
- a proposed agenda that clearly specifies the matters to be dealt with.
Proposals to amend the articles of association must be reproduced in the notice. The board must prepare the agenda in accordance with what is prescribed in the law and the articles of association.
The company may not charge shareholders for sending notice.
What deadlines apply to notice?
Notice must be sent no later than one week before the meeting is to be held, unless the articles of association set a longer deadline. The articles of association may therefore not shorten the deadline below one week.
The notice period in the articles of association does not apply when the meeting is convened following a request from shareholders or the auditor under the rules on extraordinary general meetings. The meeting may then be convened on shorter notice, provided that the requirement to hold it within one month is met.
Documents on websites and advance voting
The articles of association may provide that documents relating to matters on the general meeting may be made available on the company's website instead of being sent to each shareholder. A shareholder may nevertheless require that the documents be sent to them.
The articles of association may also permit shareholders to cast votes in writing – including electronically – during a period before the general meeting. In such cases, the notice must state the procedure, and reliable authentication must be used.
Who may attend the general meeting?
All shareholders have the right to attend the general meeting under section 5-7 of the Companies Act. This right may not be restricted in the articles of association. A shareholder may attend either in person or through a proxy of their choice.
How does proxy representation work at the general meeting?
The proxy must present a written power of attorney that is signed and dated. The power of attorney is deemed to apply only to the next general meeting, unless it clearly states that it applies for longer or for several meetings.
A shareholder may at any time revoke the power of attorney. Revocation must also be in writing, signed and dated.
If all shareholders consent, exceptions may be made from the requirements for a written and signed power of attorney.
Shareholders also have the right to attend with one adviser, and may grant that person the right to speak.
Must the chair of the board and the managing director attend?
When the general meeting is held as a meeting, the chair of the board and the managing director must attend. At a physical meeting, they must attend in person, unless all shareholders consent otherwise. Where there is valid absence, a substitute must be appointed.
Other board members may attend when the general meeting is held as a meeting, and at a physical meeting may attend electronically.
Board members and the managing director have the right to speak at the general meeting, regardless of whether they have voting rights.
What voting rights do shareholders have?
As a starting point, each share carries one vote under section 5-8 of the Companies Act, unless the law or the articles of association provide otherwise. The articles of association may include:
- restrictions on voting rights linked to a person,
- provisions that a share class does not carry voting rights,
- limited voting weight for a share class.
The articles of association may also set deviating majority requirements and rules on tied votes beyond what the law requires.
When may a shareholder not vote?
Certain restrictions apply regardless of the articles of association:
- The company's own shares and shares in subsidiaries do not carry voting rights. Such shares are also not counted when a decision requires consent from a certain proportion of the share capital.
- Disqualification: No one may vote on proceedings against themselves or on their own liability towards the company. The same applies where the person has a material interest that may conflict with the company's.
Restrictions on voting rights in the articles of association are without significance for certain rights that the law links to ownership – for example the right to require an extraordinary general meeting or majority requirements that require support from a certain proportion of represented capital.
How do shareholders get matters on the agenda?
A shareholder has the right to have a matter dealt with at the general meeting under section 5-6 of the Companies Act. The matter must be notified in writing to the board at least seven days before the deadline for convening the general meeting, together with:
- a proposed resolution, or
- a statement of reasons for placing the matter on the agenda.
The shareholder may also submit a proposed resolution. If notice has already been sent, fresh notice must be given if the notice period has not expired.
In practice, this means that owners who want matters dealt with at the ordinary general meeting must act early. The rule ensures that the board and other owners receive reasonable advance notice.
What meeting formats may be used?
The general meeting must be held as a meeting, but the board decides the format – physical, electronic or a combination – under section 5-9 of the Companies Act, unless the articles of association restrict the board's authority.
Physical meeting
At a physical meeting, the general meeting must as a general rule be held in the municipality where the company has its registered business address, unless the articles of association provide otherwise. The meeting may be held elsewhere if necessary for special reasons.
Shareholders have the right to participate electronically even at a physical meeting, unless the board finds valid grounds to refuse.
Electronic meeting
At an electronic meeting, the board must ensure systems that satisfy the requirements of the law. The systems must make it possible to verify participation and voting in a reliable manner, and reliable authentication of the sender must be used.
The articles of association may set further requirements for electronic participation.
What is simplified general meeting procedure?
If no shareholders object, a matter may be dealt with under the rules on simplified general meeting procedure under section 5-10 of the Companies Act. This is particularly relevant in companies with one or a few owners who agree on the decision.
Under simplified procedure, the general meeting may be held without a physical meeting, including by electronic means, and without following the ordinary requirements for notice and holding a meeting. Nevertheless, certain minimum requirements apply:
- All shareholders must be given the opportunity to participate in the proceedings in an appropriate manner.
- Board members and, where applicable, the managing director must be given the opportunity to speak. The auditor must be given the opportunity where the matter so requires. Board members may require that the matter be dealt with at an ordinary meeting.
- The chair of the board, or a person elected by the general meeting, must ensure that minutes are kept.
- The minutes must state that the matter was dealt with under simplified rules, the time, the resolution, the votes and the participants. They must be dated, signed and sent to all shareholders.
Simplified procedure is often used together with a shareholders' agreement that regulates how owners are to vote and how matters are prepared. The agreement cannot derogate from mandatory requirements of the law, but it can make practice more predictable between the owners.
How is the general meeting opened and chaired?
The general meeting is opened by the chair of the board or a person appointed by the board under section 5-11 of the Companies Act. If the articles of association specify who is to chair the meeting, the meeting is opened by that person. If the general meeting was convened by the district court, the court appoints the person who is to open the meeting.
The general meeting must elect a chair of the meeting, who need not be a shareholder. The articles of association may specify who is to chair the meeting. At a physical meeting, the chair must attend in person. If the general meeting elects a chair, the chair must be chosen from among those physically present.
Before the first vote, a register of shareholders participating, either in person or by proxy, must be prepared, stating the number of shares and votes each represents.
What may not be decided unless the matter is on the agenda?
Matters that have not been notified to shareholders in the notice may not be decided at the meeting without the consent of all shareholders, under section 5-12 of the Companies Act.
There are nevertheless exceptions. Matters not stated in the notice may still be dealt with when:
- the ordinary general meeting decides matters that under the law or the articles of association are to be dealt with at the meeting,
- the ordinary general meeting decides proposals for investigation or simplified auditor review,
- it is resolved to convene a new general meeting to decide proposals submitted at the meeting.
The exceptions are narrow. The board should therefore always ensure a complete agenda – particularly at extraordinary general meetings where the matters are often more specific than at the ordinary meeting.
What duty of disclosure does management have at the general meeting?
Shareholders may require board members and the managing director to provide available information on matters that may affect:
- approval of the annual accounts and annual report,
- matters submitted to shareholders for decision,
- the company's financial position, including activities in other companies in which the company participates, and other matters the general meeting is to deal with,
under section 5-13 of the Companies Act.
The duty of disclosure does not apply where the information cannot be given without disproportionate harm to the company.
If an answer cannot be given at the general meeting because information must be obtained, a written answer must be prepared within two weeks after the meeting. The answer is sent to all shareholders with a known address.
How should minutes of the general meeting be kept?
The chair of the meeting must ensure that minutes are kept for the general meeting under section 5-14 of the Companies Act. The minutes are the formal evidence of what was decided.
The minutes must at least state:
- the time of the general meeting and the meeting format,
- the resolutions of the general meeting with the outcome of the votes,
- the number of votes cast and how many shares and what proportion of the share capital they represent – in total and for and against each resolution where relevant,
- a register of participating shareholders, included in or attached to the minutes.
The minutes are signed by the chair of the meeting and at least one other person elected by the general meeting from among the participants. The minutes and the register must be kept in a secure manner throughout the company's lifetime and be made available to shareholders.
The same requirements apply under simplified general meeting procedure, and the minutes must be sent to all shareholders.
What majority requirements apply at the general meeting?
The majority required depends on the type of decision to be made under section 5-15 of the Companies Act. An incorrect majority can render a resolution invalid or vulnerable to challenge.
When is a simple majority sufficient?
As a general rule, a resolution requires a majority of the votes cast. Where the vote is tied, the chair's view prevails – even where the chair has no voting rights.
In elections or appointments, the person or persons who receive the most votes are deemed elected. Where the vote is tied in an election, the general meeting may decide in advance on a new vote, or the decision may be made by drawing lots.
When are two-thirds required to amend the articles of association?
A decision to amend the articles of association requires support from at least two-thirds of both the votes cast and the share capital represented at the general meeting.
Where an amendment to the articles of association changes the rights of an entire share class, owners of two-thirds of the represented capital in the class must consent. In addition, at least half of the votes from shareholders who do not own shares in any other class must be cast in favour of the proposal.
The articles of association may set stricter majority requirements than the law.
When are nine-tenths or unanimity required?
Certain decisions that restrict shareholders' rights require a particularly strong majority:
- Decisions that for issued shares reduce the right to dividends or to the company's assets in ways other than certain exceptions require support from owners of more than nine-tenths of the represented share capital – plus the majority required for amendments to the articles of association.
- In companies where shares may be transferred freely, nine-tenths are also required to introduce consent requirements on acquisition, pre-emption rights or requirements as to the characteristics of acquirers or owners.
Unanimity is required, among other things, where the decision entails that:
- shareholders' obligations towards the company are increased,
- transfer restrictions other than those requiring nine-tenths are introduced,
- shares may be compulsorily redeemed,
- the legal relationship between previously equal shares is changed,
- the right to dividends or assets is reduced in certain ways.
Where the decision affects only some shareholders, the consent of all affected shareholders is required – plus the majority required for amendments to the articles of association.
What about decisions that favour certain owners?
The general meeting may not adopt resolutions that are liable to give certain shareholders or others an unreasonable advantage at the expense of other shareholders or the company. This is a general safeguard against abuse of the majority – particularly relevant in companies with an uneven ownership structure.
Can resolutions of the general meeting be challenged?
Yes. Shareholders, board members, the managing director, and under certain conditions employees or trade unions, may bring proceedings claiming that a resolution is invalid because it was adopted unlawfully or in breach of the Companies Act or the articles of association, under section 5-16 of the Companies Act.
What deadlines apply for challenging a resolution?
Proceedings must as a general rule be brought within three months of the resolution being adopted. Otherwise, the resolution is deemed valid. Where the resolution was adopted without a meeting, the period runs from the day the minutes were sent to shareholders.
The deadline rule does not apply when:
- the resolution cannot be adopted even with the consent of all shareholders,
- the law or the articles of association require consent from certain owners that has not been given,
- notice was not given, or the notice rules were materially disregarded,
- proceedings are brought within two years after expiry of the three-month period and the court finds that the claimant had reasonable grounds for missing the deadline, and that it would be manifestly unreasonable to deem the resolution valid.
A judgment of invalidity has effect for everyone entitled to bring proceedings. Where the resolution has been notified to the Register of Business Enterprises, the judgment must be notified and registered there.
In practice, this underlines the importance of correct notice, agenda and minutes – particularly in companies where minority owners may have an interest in challenging resolutions.
How can shareholders require an investigation of the company?
A shareholder may submit a proposal for investigation of the company's incorporation, management or specified matters relating to management or the accounts under section 5-17 of the Companies Act. The proposal may be submitted at the ordinary general meeting, or at a general meeting where the notice states that such an investigation is to be dealt with.
If the proposal receives support from shareholders representing at least one-tenth of the represented share capital, any shareholder may within one month after the general meeting require the district court by order to decide that an investigation be carried out.
The district court must grant the request if there are valid grounds. The court appoints investigators and fixes remuneration. The costs are borne by the company. The investigators have extensive rights to information from management, the auditor and others, and may obtain compulsory enforcement of demands for documents.
The investigators submit a written report to the district court. The court convenes a general meeting to consider the report, which must be sent to shareholders no later than one week before the meeting.
Investigation is a powerful tool for minority shareholders who suspect errors in management. For the board and management, it is a signal that documentation and decision-making processes should be in order.
Practical comparison: ordinary, extraordinary and simplified procedure
| Ordinary GM | Extraordinary GM | Simplified procedure | |
|---|---|---|---|
| When | Annually, within 6 months of financial year | When needed or on request | When no owners object |
| Typical matters | Annual accounts, dividends, board election | Articles amendment, capital, merger | Decisions all owners agree on |
| Notice | At least 1 week (possibly longer in articles) | As a general rule same requirements | Not ordinary notice requirements |
| Documents | Accounts etc. at least 1 week before | Depends on matter | Depends on matter |
| Minutes | Yes, signed and retained | Yes | Yes, sent to all owners |
| Suitable for | All AS companies | All AS companies | Owner-managed companies with few owners |
Practical checklist before a general meeting
- Plan early – especially the ordinary general meeting no later than six months after the financial year.
- Prepare a complete agenda – with amendments to the articles of association reproduced in full where relevant.
- Send notice at least one week in advance, with time, place, meeting format and agenda.
- Send the annual accounts and auditor's report no later than one week before the ordinary general meeting.
- Ensure that the chair of the board and the managing director attend, or that substitutes are appointed.
- Prepare a register of participants and votes before voting.
- Apply the correct majority requirement for each decision.
- Keep and sign minutes, and retain them securely.
- Consider simplified procedure only when all owners actually consent.
- Notification to the Register of Business Enterprises where amendments to the articles of association or other decisions subject to registration have been adopted.
Common mistakes to avoid
- Dealing with matters not on the agenda without the consent of all owners.
- Using the wrong majority – especially for amendments to the articles of association and decisions that restrict rights.
- Forgetting minutes or allowing them to lack vote counts and signatures.
- Convening too late for the ordinary general meeting.
- Assuming that oral agreements between owners replace formal resolutions at the general meeting.
- Overlooking that treasury shares have no voting rights in a vote.
Related articles
- What must the board do when company equity is too low?
- What is a shareholders' agreement, and do you need one when starting an AS?
- When must the board approve agreements with owners and management?
- Residence requirements for managing directors and board members in Norwegian limited companies
- When can the chair of the board and managing director be personally liable?
At Stift, we help you set up your limited company correctly from the start – with articles of association and a structure tailored to your needs. Contact us if you have questions about general meetings or other company law requirements. You can also order a shelf company if you need a ready-registered AS.
