What is a general meeting?
A general meeting (bolagsstämma) is the shareholders' meeting and the highest decision-making body in a limited company. Here the owners take the most important decisions: they elect the board, adopt the annual accounts and decide on dividends. The rules are set out in the Swedish Companies Act (ABL), and unlisted companies must hold meetings too.
Annual and extraordinary general meetings
- Annual general meeting (årsstämma) is held once a year, within six months of the financial year-end. It covers the income statement and balance sheet, the allocation of profit (dividends), discharge of the board from liability, and the election of the board and auditor.
- Extraordinary general meeting is held when needed between annual meetings, for example to resolve on a new share issue or a change to the articles of association.
Voting rights and influence
Influence at the meeting follows shareholding. The default is one share, one vote, but the articles of association can give different voting weights to, say, class A and class B shares. Ordinary resolutions pass by simple majority, while some — such as amending the articles — require a qualified majority. Minority protection rules also give smaller owners some influence.