The general meeting (generalforsamling) is the supreme governing body of a Norwegian limited company (aksjeselskap, AS). This is where the most important decisions are made – from approving the annual accounts to amending the articles of association and electing the board. Many owners of small companies underestimate how prescriptive Norwegian law is on this topic. Here is a practical overview.
Ordinary and Extraordinary General Meetings
Every year, the company must hold an ordinary general meeting within six months of the end of the financial year – for most companies, this means no later than 30 June. At the ordinary general meeting, the annual accounts must be approved and any dividend distributions decided.
In addition, the board may convene an extraordinary general meeting whenever needed. The board is obliged to do so if the auditor, or shareholders representing at least one-tenth of the share capital, request it in writing. The meeting must then be held within one month of the request.
Notice – Deadlines and Requirements
Notice must be sent in writing to all shareholders with a known address, and must be dispatched at least one week before the meeting. The articles of association may set a longer notice period, but not a shorter one. The notice must state the time, place and format of the meeting, along with an agenda that clearly identifies the matters to be addressed. Any proposed amendments to the articles of association must be set out in full in the notice.
As a rule, matters not listed in the notice cannot be decided at the meeting unless all shareholders consent.
Who Has the Right to Attend and Vote?
All shareholders have the right to attend the general meeting – either in person or through a proxy. A proxy authorisation must be in writing, signed and dated. Shareholders may also bring an adviser and grant that person the right to speak.
By default, each share carries one vote, though the articles of association may restrict voting rights. Note that shares held by the company itself – or by a subsidiary – carry no voting rights.
The chair of the board and the CEO have a duty to attend the general meeting. At a physical meeting, they must attend in person. Both have the right to speak, though not necessarily to vote.
Meeting Formats
Norwegian company law allows considerable flexibility. A general meeting may be held as a physical meeting, an electronic meeting, or a combination of both. The board determines the format, unless the articles of association restrict this authority.
If no shareholder objects, matters may be handled under the rules for simplified general meeting proceedings – without following the ordinary requirements for notice and meeting procedure. This is practical in companies with few owners who are all in agreement.
Majority Requirements
The required majority depends on the nature of the decision:
- Ordinary resolutions require a simple majority of votes cast.
- Amendments to the articles of association require at least two-thirds of both votes cast and share capital represented.
- Particularly significant resolutions – such as reducing shareholders' rights or introducing new transfer restrictions – may require a nine-tenths majority or full unanimity.
The general meeting may not pass resolutions that give certain shareholders an unreasonable advantage at the expense of others.
Minutes
Minutes must always be kept for general meetings. The minutes must state the time, meeting format and the outcome of all votes – including the number of votes cast and the proportion of share capital they represent. The minutes are signed by the chair of the meeting and at least one other person elected by the general meeting, and must be retained for the entire life of the company.
For simplified general meeting proceedings, the minutes must be sent to all shareholders after the meeting.
A Practical Checklist
To stay on top of the key requirements:
- Hold the ordinary general meeting by 30 June each year.
- Send notice at least one week in advance, with a complete agenda.
- Ensure the chair of the board and the CEO attend.
- Apply the correct majority threshold for the relevant resolution.
- Draft and sign minutes, and retain them securely.
At Stift, we help you set up your Norwegian limited company correctly from day one – with articles of association and a corporate structure tailored to your needs. Get in touch if you have questions about general meeting requirements or other aspects of Norwegian company law.