ApS general meeting

A generalforsamling, or general meeting, is a meeting where the owners of a company are present and make decisions concerning, among other things, the future of the company. By law, a Danish limited liability company (ApS) must hold at least one general meeting every year. At the end of the meeting, minutes of the decisions taken are drawn up to document the final findings.

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There are two types of general meetings – ordinary and extraordinary general meetings. At an ordinary general meeting, there are certain requirements regarding topics for discussion or decision-making. These concern, among other things:

1. approval of the financial statements,
2. the use of profit or the coverage of loss in accordance with the approved financial statements,
3. possible amendment of a previous decision on the revision of the company’s future financial statements, if the company is not subject to an audit obligation under the Annual Accounts Act or other legal provisions,
4. other matters which, according to the company’s articles of association, must be considered by the shareholders’ meeting.

An extraordinary general meeting is held in situations where decisions need to be taken regarding the company that cannot wait until the next ordinary shareholders’ meeting. This may, for example, concern a change in the board of directors or the need to modify the articles of association.

There are certain conditions for holding a general meeting. The ordinary general meeting must always be held in good time so that the approved annual report can be presented to the Danish Companies Authority before the specified deadline in the Annual Accounts Act. Minutes of the general meeting must be prepared and sent to the Danish Business Authority as evidence of the approval of the annual report at the meeting.

The minutes of the general meeting should include:
– an introduction – it should be clearly stated for which type of company the decision was taken, and the name of the company and the tax identification number (CVR) should be given,
– information about the chairman of the meeting who signs the minutes as the person responsible for their accuracy,
– the report of the board of directors or the supervisory board and whether the annual report was approved at the general meeting,
– an indication of the proposals and decisions taken at the meeting,
– the date when the decisions described in the minutes were taken,
– the signature of the chairman.

The general meeting of a Danish limited liability company may be attended by all owners of capital. They may also decide whether they wish to attend in person or whether they prefer to give a proxy to another person who can represent their interests. In addition, the company’s auditor may also appear at the meeting. The capital owner has the right to bring an external advisor with him or her. The management or supervisory board may also invite other persons to observe the meeting, unless this is contrary to the company’s articles of association.