Spring is traditionally the time when Finnish limited liability companies hold their Annual General Meetings (AGM). The general meeting is not a mere formality. It is one of the company’s most important decision-making occasions of the year. At the AGM, the company adopts the financial statements, decides on the distribution of profits, grants discharge from liability, and elects the company’s management.

Careful preparation and a properly conducted general meeting do more than satisfy statutory requirements. They protect the company, reduce risks, and prevent future misunderstandings and disputes. To facilitate this spring’s AGMs, we have compiled 10 practical tips to help you ensure a smooth annual general meeting that meets all legal requirements.

10 tips for a successful Annual General Meeting

1. Keep track of key deadlines

The Annual General Meeting must be held within six months of the end of the financial period. Schedule and convene the meeting in good time within the statutory deadline, and ensure that the financial statements and possible audits are completed on time. Also hold a board meeting prior to the general meeting, with the agenda including at least the signing of the financial statements and the decision to convene the general meeting.

2. Prepare the notice of meeting with care

The content of the notice of meeting, the method of delivery, and the timetable are governed by the Finnish Limited Liability Companies Act and the company’s articles of association. A defective notice may, in the worst case, result in the invalidity of the resolutions adopted. Remember also to address proxies and representation rights so that shareholders’ participation is duly arranged.

3. Prepare for the general meeting in advance

Good advance preparation ensures an efficient meeting. Make sure that the proposed resolutions are clearly drafted and that the voting procedures have been thought of in advance, particularly if disagreements are anticipated. In addition, the financial statements, the management report, and the auditor’s report must be made available to the shareholders prior to the meeting.

4. Utilize remote and hybrid meetings correctly

Remote and hybrid meetings provide flexibility, but they are subject to specific requirements. Verify that the company’s articles of association permit remote participation and that the technical arrangements safeguard shareholders’ rights.

5. Identify the statutory matters to be decided at the Annual General Meeting

At the Annual General Meeting, decisions are made, among other things, on:

• the adoption of the financial statements (and, where applicable, the consolidated financial statements)

• the use of the profit shown in the balance sheet

• the granting of discharge from liability to the Board of Directors, the Managing Director, and, where applicable, the members of the supervisory board

In addition, where required, decisions are made on:

• the remuneration and appointment of the members of the Board of Directors and the supervisory board

• the election and remuneration of the auditor

If the Annual General Meeting resolves to distribute a dividend, remember to take into account the rights of minority shareholders.

6. Take the provisions of the articles of association into account

The company’s articles of association may contain provisions that deviate from the statutory default rules, for example regarding the meeting agenda, decision-making, the length of terms, or remuneration. The articles of association should always be reviewed carefully before the meeting.

7. The chairperson of the general meeting has a key role

The chairperson is responsible for ensuring that the general meeting is conducted in accordance with the law and the articles of association. The chairperson’s duties include ensuring that shareholders can exercise their right to vote and that the meeting procedures are properly followed. Shareholders’ questions should be handled in line with the statutory right to request information.

8. Ensure the minutes are duly prepared

The minutes of the general meeting are a key legal document. They must be clear and accurate, and they must be signed by the chairperson and a person elected as scrutiniser. The recording of resolutions in the minutes often has strong probative value when resolving disputes.

9. Remember registrations and notifications

Many resolutions of the general meeting, such as changes to the Board of Directors, must be notified for entry in the Finnish Trade Register. Registration gives the resolution effect of publicity in matters where registration is required. The minutes of the general meeting must be made available to the shareholders and copies must be delivered to shareholders who request them no later than two weeks after the meeting.

10. Seek expert assistance where necessary

In matters relating to general meetings, anticipation is key. Using an expert already at the preparation stage can save time and costs and help prevent legal risks.

Lexia supports you in general meeting matters

Lexia’s corporate law specialists have strong, practical experience in annual general meetings of Finnish limited liability companies and the legal issues related to them. We assist our clients in preparing for and conducting general meetings, in matters relating to the articles of association, and in ensuring that corporate decision-making complies with applicable law.

Whether you need tailored advice or support throughout the entire general meeting process, we are here to help. We will help ensure that your general meeting is conducted properly and with peace of mind.

Author: Evi Kulmala, Associate, [email protected]

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