The shareholders are members of the general meeting. They will decide on all matters for which they are legally competent or as set out in the company’s Articles of Association. They can also make management decisions, if deemed necessary.
Every company must hold one annual general meeting, in addition to any other meetings held during the year. The first general meeting must be held no later than 18 months after the company is formed. No more than 15 months may elapse between one general meeting and the next one. The directors can convene a meeting at any time and as often as they require. The general meeting is generally used to approve audited accounts and to reappoint the directors and auditors.
Its powers include:
- Approving the management report and accounts for the tax year for which the company is accountable;
- Approving the allocation of profits;
- Making a general assessment of the management and supervision of the company. It also has the power to dismiss directors and express lack of confidence in directors;
- Conducting elections under its remit;
- Making decisions on whether or not to bring a civil complaint on behalf of the company against the directors or auditors;
- Making decisions on the acquisition of its own shares by the company;
- Making decisions on issuing securities;
- Authorizing directors to conduct activities which may compete with the company’s business activity;
- Setting board directors’ pay and exemptions from posting bonds;
- Setting out securities issuance and acquisition of company shares;
- Deciding on redemption of shares;
- Setting out the distribution of assets to shareholders;
- Allowing the transfer of shares, when required by company articles.
All General Meetings, except for the mandatory annual meeting, are considered to be extraordinary.
Amendments to the Memorandum of Association can only be approved by the shareholders.
Shareholder resolutions can only be taken in accordance with provisions stipulated in law governing each kind of company.
Notice of meeting
Any director can call a general meeting. A general meeting is called by sending a registered letter with a minimum of 14 days’ notice, unless the law or articles provides for other formalities or establishes a longer notice period. Notice of the meeting can be sent by email with notice of receipt to shareholders who have previously agreed to this form of notice.
The general meetings can be called, as stipulated in law or as deemed necessary by the Directors. A shareholder may request a general meeting in writing, stating precisely the issues to be included on the agenda and a justification for the general meeting.
The notice of the general meeting must include at least the following information:
- The company name, kind of company, registered office, the Companies’ register where it is registered and the respective registration number;
- Time, date and venue of the meeting;
- Kind of general meeting;
- Any prerequisites for attending the meeting and exercising voting rights;
- The agenda;
- In cases where the articles do not prohibit postal votes, a description of how the postal votes will be handled, including the physical or electronic address, security conditions, deadline for receiving votes and the date on which they will be counted;
- A proxy form.
Operation of the General Meeting
Unless there are provisions to the contrary, every General Meeting is chaired by a shareholder. The general meeting minutes will be signed by the chairman. The articles state the number of votes attributed to each shareholder.
Deliberations are considered to be approved if they get the majority of votes, excluding abstentions, unless the law or articles indicates otherwise.
Shareholders can approve a deliberation in writing, unless this is prohibited by law or by any of the provisions set out in the articles of association. In order for the approval to be valid, it has to be signed by all shareholders with voting rights.
Shareholders can adopt written resolutions or call a general meeting in any kind of company, without prior formalities as long as:
- There is a quorum;
- All those present agree to waive the right of notice.
Provided that these conditions are met, the general meeting can take place, in accordance with the company articles.
Proxy representation is all that is required to represent a shareholder at a specific general meeting, regardless of whether this takes place on the first or second date scheduled.