Corporation (Sociedad Anónima or SA)

Required to hold an annual meeting of shareholders to approve the financial statements of the company.

Single-Shareholder Corporation (Sociedad Anónima Unipersonal or SAU)

Required to hold an annual meeting of shareholders to approve financial statements of the company.

Simplified Corporation (Sociedad por Acciones Simplificada or SAS)

Required to hold an annual meeting of shareholders to approve financial statements of the company.

Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

Required to hold an annual meeting of members to approve financial statements of the company.

Branch

Not applicable for this jurisdiction.

Proprietary company

Not required to hold an annual general meeting, but actions requiring shareholder approval require a resolution to be passed by the shareholders holding the requisite majority of voting shares at a shareholders' meeting or approved by all shareholders by way of a written resolution. The requisite majority is most commonly a simple majority, but it is 75 percent for certain matters.

Public company

Must hold an annual general meeting within 18 months of incorporation and within 5 months of the end of its financial year.

Other meetings may be held as required.

An ordinary shareholders' meeting must be held within the first 8 months of a business year.

A shareholders' meeting must also be held if requested by minority shareholders who hold in aggregate 5 percent of the corporation's entire share capital by providing the proposed agenda and a proposal for shareholders' resolutions to each item on the agenda.

Minutes of all shareholders' meetings must be taken in front of an Austrian notary public. A certified copy of the minutes must be filed with the companies register.

Limited liability company (GmbH) and Flexible Company (FlexKapG)

An ordinary general meeting must be held annually at the seat of the company if the resolution by circular consent is not permitted.

Minutes of general meetings must be taken and kept with the company's records. The same applies to written shareholders' resolutions; certain resolutions require minutes in the form of a notarial deed or notarization.

Extraordinary meetings must be held whenever required in the interest of a company and, in particular, in the event that either:

• More than half the share capital has been used or 
• The company's equity ratio falls below 8 percent and its fictitious debt repayment term exceeds 15 years. In the latter cases, the commercial register must be notified of the shareholders' resolutions that have been passed.

With Limited Liability (WLL)

The general assembly shall convene at least once a year within the 6 months following the end of the fiscal year of the company.

Closed Shareholding Company (BSC(c))

The general assembly shall convene at least once per year during the 3 months following the end of the fiscal year of the company.

Foreign Branch (Branch)

Not applicable.

Public limited company (société anonyme/naamloze vennootschap)

In principle, the shareholders' meeting has limitative authority over:

• The appointment or dismissal of the directors and the members of the board of supervision
• The appointment of the statutory auditor(s)
• The approval of the annual accounts
• Discharge of the directors, the members of the board of supervision and the statutory auditor
• Net asset test

• Dividend distributions (without prejudice to the competence of the board of directors to distribute interim dividends if granted such competence in the articles of association)

• A merger or demerger of the company
• A capital increase (without prejudice to the competence of the board of directors to increase the share capital within the authorized capital) or a capital decrease
• The issuance of shares below fractional value
• The acquisition by the company of its own shares (without prejudice to the competence of the board of directors in this respect, within the limits set by the general shareholders' meeting)
• The cancellation or limitation of the preferential subscription right
• The dissolution of the company and
• Any modification to the articles of association of the company.

Required to hold a meeting of shareholders at least once a year to vote on the approval of the annual accounts, the allocation of the results and to (re)appoint the directors and the members of the board of supervision and grant release to the directors and the members of the board of supervision and the statutory auditor.

After the annual meeting of shareholders has been held, the annual accounts (printed on a prescribed form or in electronic version), the annual report of the board of directors or the members of the board of supervision to the shareholders and the auditor's report must be filed with the Belgian National Bank within 1 month after the approval of the annual accounts by the annual shareholders' meeting and in no event later than 7 months after the closing of the financial year.

Limited company (société à responsabilité limitée/besloten vennootschap)

In principle, the shareholders' meeting has authority over:

• The appointment or dismissal of the director(s)
• The appointment of the statutory auditor(s)
• The approval of the annual accounts
• Discharge of the director(s) and the statutory auditor
• A merger or demerger of the company
• Net asset test

• Dividend distributions (without prejudice to the competence of the management body to distribute interim dividends if granted such competence in the articles of association)

• The acquisition by the company of its own shares
• The dissolution of the company and
• Any modification to the articles of association of the company.

It is required to hold a meeting of shareholders at least once a year to vote on the approval of the annual accounts, the allocation of the results and to (re)appoint the director(s) if their mandate(s) expire(s) on the annual shareholders’ meeting and grant release to the director(s) and the statutory auditor.

After the annual meeting of shareholders has been held, the annual accounts (printed on a prescribed form or in electronic version), the annual report of the management body/sole director to the shareholders and the auditor's report must be filed with the Belgian National Bank within 1 month after the approval of the annual accounts by the annual shareholders' meeting and in no event later than 7 months after the closing of the financial year.

Belgian branch office of a foreign company

Not applicable, as this will be arranged at the level of the foreign company.

Limited liability company (Sociedade Limitada)

The quotaholders of a Sociedade Limitada must hold an annual Quotaholders' Meeting in the first 4 months following the end of the previous fiscal year, in order to deliberate on subjects related to the administration of the company, the approval of the management accounts and of the balance sheet and economical result of the Sociedade Limitada.

Corporation (Sociedade Anônima)

The shareholders are required to hold annual shareholder's meeting to vote on certain items, such as election of directors (or officers, in case the company does not have a board of directors), management accounts and approval of the financial statements.

Note: In 2020, Brazilian federal government enacted Provisional Measure No. 931/2020, which was regulated by Normative Rule No. 79/2020 (later replaced by Normative Rule No. 81/2020), issued by the National Business Registration Department (Departamento Nacional de Registro Empresarial e Integração). Pursuant to such regulation, Sociedades Limitadas and Sociedades Anônimas are expressly permitted to hold remote meetings, which may be semi-presential or fully virtual.

Corporate subsidiary (Corporation form rather than flow-through form) 

Required to hold annual meeting of shareholders to vote on certain items, such as election of directors, unless a unanimous shareholder agreement is in effect that specifies how directors are to be appointed. A resolution signed by all shareholders entitled to vote on the resolution is valid in lieu of a meeting.

Limited Liability Company (Sociedad de Responsabilidad Limitada or SRL)

Annual meetings of members or managers are not required. Operating agreement provisions will determine any meeting requirement.

Corporation (Sociedad Anónima or S.A.)

There must be at least 1 ordinary shareholder meeting per year for shareholders to approve or reject the balance sheet and financial statements of the corporation each fiscal year, among other matters. Some meetings may require the assistance of a Notary Public (eg, amendments to the bylaws). In public and special corporations (and private corporations, if authorized in the bylaws), the meeting may be held via technological means.

Simplified Corporation (Sociedades por Acciones or SpA)

As established in the bylaws; in case of silence, rules for private corporations apply.

Branch of a Foreign Legal Entity (Agencia)

Not applicable to Chilean branches. The parent company shall comply with applicable foreign regulation.

Not required to hold annual meeting of shareholders for foreign-invested LLCs.

General partnership (Sociedad Colectiva)

Required to hold annual partnership board meetings.

Limited partnership (Sociedad en Comandita Simple y por Acciones)

Required to hold annual partnership board meetings.

Limited liability partnership (Sociedad de Responsabilidad Limitada)

Required to hold annual partnership board meetings.

Corporation (Sociedad Anónima)

Required to hold annual shareholders general assembly meetings.

Simplified stock company (Sociedad por Acciones Simplificada)

Required to hold annual shareholders general assembly meetings.

COVID regulations applicable to all companies.

Shareholders are required to hold at least 1 annual meeting to vote on certain items, such as approval of financial statements, payment of dividends or coverage of losses and election of auditors. Meetings are required for usual decisions on appointment of members of the board of directors, supervisory board (as well as revocation of any appointment) and changes to the articles of association. Physical meetings are held or per rollam decision-making is chosen.

Limited liability company (Kapitalselskab)

The shareholders' right to pass resolutions is exercised at the general meetings of the limited liability company.

Each shareholder must vote in respect of its shares, unless otherwise provided in the articles of association. Separate classes of shares with different rights (eg, in respect to voting rights) are commonly used.

Unless otherwise provided in the Danish Companies Act or in the articles of association of the company, all resolutions at general meetings are passed by a simple majority of votes. Resolutions to amend the articles of association must be passed by at least 2/3 of the votes cast as well as at least 2/3 of the share capital represented at the general meeting.

The company is required to hold annual general meetings where the shareholders vote on certain items, such as adoption of annual report, appropriation of or loss recorded in the approved annual report, etc.

Resolutions passed by the shareholders at general meetings may, in general, be passed without complying with the provisions of the Danish Companies Act on form and notice and can therefore be held electronically if agreed upon. Shareholders are further entitled to attend general meetings by proxy.

All shareholders are entitled to attend and speak at general meetings, and any shareholder is entitled to have a specific issue included on the agenda for an annual general meeting.

The annual general meeting must be held in time for the approved annual report to be received by the Danish Business Authority before the expiry of the time-limit set out in the Financial Statements Act, which currently is no later than 6 months after the end of the financial year of the company.

Extraordinary general meetings may be held at the request of the central management body, the supervisory board or the auditor elected by the general meeting. In private limited companies, any shareholder may request an extraordinary general meeting, and in public limited companies the requesting shareholder must hold 5 percent of the share capital in order to request the extraordinary general meeting.

The central management body is obliged to call and organize the general meeting by a notice of no more than 4 weeks before the general meeting and, unless the articles of association provide for a longer period of notice, no less than 2 weeks before the general meeting.

General meetings must be conducted in Danish, unless otherwise decided at the general meeting. The general meeting may resolve by a simple majority of votes to conduct the meeting in a language other than Danish, offering all attendees simultaneous interpretation to and from Danish.

JSC

• The shareholders supervise the management of the company through the general assembly. The general assembly shall be held upon the invitation of the company's chairman and shall be divided into an ordinary general assembly (OGM) and extraordinary general assembly (EGM), each of which shall have its competences
• Each shareholder shall have the right to attend the general assembly whether in person or by proxy by virtue of a written power of attorney or authorization. The shareholder who is not a member of the company's BoD shall not be entitled to appoint a board member to attend the general assembly on their behalf.
• The meeting of the general assembly shall be held at least once every financial year within the 3 months succeeding the end of the financial year of the company. The attendance and voting quorums of the OGM and EGM are determined in the AoA of the company in accordance with the Companies Law.
• The OGM is held to:
  • Approve the appointment and removal of the board member(s) Supervise and release the board member(s) from liability Approve the financial statements
  • Approve the BoD's report regarding the company's activity Approve the distribution of dividends and
  • Decide on the matters proposed by any of the board members, GAFI or shareholders holding 5 percent of the capital of the JSC.
• The EGM is held to:
  • Decide on any amendment of the AoA of the company, taking into consideration the restrictions provided under the Companies Law
  • Consider the dissolution or continuation of the company in case its losses amounted to half the value of the shareholders' rights according to the recent financial statements and
  • Issue preferential shares and increase the capital.

LLC

• Similar to a JSC, the quotaholders of an LLC supervise the management of the company through the general assembly (ie, the OGM and EGM, each of which shall have its competences). The general assembly shall be held upon the invitation of quotaholders representing at least 1/4 of the company's capital.
• Each quotaholder shall have the right to attend the general assembly whether in person or by proxy by virtue of a written power of attorney or authorization. Quotaholders shall be entitled to appoint a third party (who is not a manager) to attend the general assembly on their behalf unless otherwise is provided under the AoI of the company.
• The meeting of the general assembly shall be held at least once every year during the 3 months succeeding the end of the financial year of the company. The attendance and voting quorums of the OGM and EGM are determined in the AoI of the company in accordance with the Companies Law.
• The OGM shall be held to:

  • Supervise and release the manager(s) from liability Approve the financial statements. (Preferred to be held by an EGM.)

  • Approve the managers' report on the company's activity Approve the distribution of dividends and
  • Decide on the matters proposed by any of the manager(s), GAFI or quotaholders holding 5 percent of the capital of the LLC.
• The EGM shall be held to:

  • Decide on any amendment of the AoI of the company (eg, approve the appointment and removal of the manager(s)), taking into consideration the restrictions provided under the Companies Law

  • Consider the dissolution or continuation of the company in case its losses amounted to half the value of the quotaholders' quotas according to the recent financial statements and
  • Increase the capital.

OPC

Not applicable, as the founder supervises the management of the company and has all powers of the general assembly. The founder of the company has the authority to decide on all company matters and, in particular, the following:

• Amendment of the AoI of the company
• Liquidation or dissolution of the company
• Increase or decrease the capital of the company, taking into consideration the minimum required capital for the OPC as provided under the Executive Regulations
• Merging of the company and its transformation into another form of company and
• Appointment of 1 or more managers of the company and decide their competencies and authorities.

All actions of the founder shall not be effective before a third party prior to its annotation in the commercial register.

Branch

Not applicable for this jurisdiction.

RO

Not applicable for this jurisdiction.

Osakeyhtiö (Oy)

Required to hold annual meeting of shareholders to vote on certain items, such as adoption of annual accounts and resolution on discharge from liability for members of the board of directors and the managing director.

Société par actions simplifiée (SAS)

According to the bylaws. Obligation to hold an annual meeting each year to approve the annual accounts.

Société à responsabilité limitée (SARL)

Obligation to hold an annual meeting each year to approve the annual accounts.

Management structure

SA can be incorporated in accordance with 2 different management structures:

• Either with a board of directors (Conseil d'Administration) or
• With an executive board (Directoire) and a supervisory board (Conseil de Surveillance).

Société anonyme (SA)

Obligation to hold an annual meeting each year to approve the annual accounts.

GmbH – limited liability company

Generally, a written invitation by the managing directors (including the necessary information) is used. Requirements are set out in the German Limited Liability Company Act (GmbHG) and/or in the articles of association. If all shareholders agree, written shareholders’ resolution instead of physical meeting is possible.

At least 1 shareholder meeting each year to agree on accounts.

Societe anonyme (S.A.)

Required for approval of company's financial statements and balance sheet.

At least 1 meeting is held for each fiscal year and no later than the 10th calendar day of the 9th month after the end of the fiscal year.

General meeting of the shareholders is solely competent to decide on:

• Amendments of the articles of association
• Election or removal of members of the BoD and auditors
• Approval of the total management of the BoD and discharge of the auditors from their liability for the specific fiscal year
• Approval of the company's balance sheet
• Distribution of annual profits
• Approval of payment or advance payment of fees to the members of the BoD

• For companies listed in regulated markets, approval of remuneration policy and remuneration report for the members of the BoD and the general manager or its deputy, if any

• Company's merger, division (demerger), conversion, revival, extension of duration or dissolution
• Appointment of liquidators

Limited liability company (L.L.C.)

There is a law requirement to hold an annual meeting of partners for the purpose of voting on approval of the balance sheet, no later than the 10th calendar day of the 9th month after the end of the fiscal year.

Private company (P.C.)

There is a law requirement to hold annual meeting of partners for the purpose of voting on approval of the balance sheet, no later than the 10th calendar day of the 9th month after the end of the fiscal year.

Limited private companies

Save for an annual general meeting, regular meetings are not mandatory. The Companies (Amendment) Ordinance 2023 provides companies with greater flexibility to hold fully virtual or hybrid general meeting.

Private company limited by shares (Zrt.)

A Zrt. is required to hold an annual meeting of shareholders to vote on the acceptance of annual financial statements and payment of dividends. The shareholders' meeting is convened by a board of directors.

Limited liability company (Kft.)

A Kft. is required to hold an annual meeting of quotaholders to vote on as the  acceptance of annual financial statements and payment of dividends. The quotaholders' meeting is convened by managing directors.

Private limited company

1st annual general meeting (AGM) to be held within 9months from the date of closing of the first financial year of the company subject to other conditions. Subsequent (AGM) within 6 months from close of year. A gap between 2 AGMs cannot be more than 15 months.

Limited liability company

Required to hold an annual general meeting of shareholders within 6 months of the end of each financial year. An extraordinary general meeting of shareholders can be held at any time as required by the company.

Private company limited by shares (LTD)

Generally required to hold an annual general meeting (AGM) once in each calendar year. A LTD may dispense with the requirement to hold a physical AGM. This involves the shareholders of the LTD (on an annual basis) signing a unanimous written resolution acknowledging receipt of financial statements, resolving all matters as would be required to be resolved at the AGM and confirming that there is to be no change to the auditor.

External company

Determined by the laws of the jurisdiction of incorporation.

Company

Required to hold a general meeting of the shareholders every year and no later than 15 months following the previous general meeting (unless otherwise determined in the articles of association). Unanimous written consents, in lieu of meetings, are generally permitted.

Branch / representative office

Not applicable.

Società a responsabilità limitata (S.r.l.)

The articles of association of an S.r.l. may provide that the decisions of the quota-holders are taken by way of written consultation or written consent. In the absence of this kind of provision in the articles of association and:

With reference to some items expressly provided by Italian law, ie: 

• The amendments of the articles of association.

• The decision to carry out the transactions entailing a substantial amendment of the corporate purpose or a substantial amendment of the rights of the shareholders.

• In case of a decrease in the corporate capital for losses or
• When requested by 1 or more directors or a number of quota-holders representing at least 1/3 of the corporate capital, the decisions are taken by way of a quota-holder's meeting.

Quota-holders are required to, at a minimum, approve the company’s financial statements each year.

Società per azioni (S.p.A.)

A shareholder's meeting must be called at least once a year, in order to resolve upon the approval of the Financial Statements of the company. It is not possible to adopt written resolutions.

Registered branch

No requirements.

Kabushiki-Kaisha (KK)

A ordinary general shareholders meeting, in principle, must be held at least once every year. It must be held within 3 months of the end of the fiscal year in most KKs.

Godo-Kaisha (GK)

None.

Private limited liability company (Société à responsabilité limitée or S.à r.l.)

Except for amendments to the articles of incorporation/association, the holding of general meetings is not compulsory as long as there are no more than 60 shareholders. In such case, each shareholder shall receive the proposed resolutions and shall cast their vote in writing. Where there are more than 60 shareholders, at least one annual shareholders' meeting must be held each year at the time determined in the articles of incorporation/association. The meeting must be held within 6 months from the end of the financial year in order to approve the annual accounts.

Public limited liability company (Société anonyme or S.A.)

At least 1 general meeting must be held in the Grand Duchy of Luxembourg each year. The meeting must be held  within 6 months from the end of the financial year in order to approve the annual accounts.

Special limited partnership (Société en commandite spéciale or SCSp)

There are no legal requirements to hold annual general partners’ meetings.

A resolution of shareholders of a private limited company can be approved by way of written resolutions or shareholders' meeting.

Within 18 months of its incorporation, a company must hold its 1st annual meeting.

The board of directors shall call an annual meeting of shareholders to be held not more than once in each year, not later than 6 months after the balance sheet date of the company and not later than 15 months after the previous annual meeting. It is not necessary for private companies to hold an annual meeting – everything can be done by written resolution.

The proceedings of the meeting of shareholders depends on the constitution of the company and if the company does not have a constitution, the provisions of the Companies Act will apply.

S.A. de C.V.

Required to hold annual meeting of shareholders to vote on certain items.

S. de R.L. de C.V.

Required to hold annual meeting of partners to vote on certain items.

S.A.P.I. de C.V.

Required to hold annual meeting of shareholders to vote on certain items.

Branch office

Determined by governing law of the head office.

B.V. (private company with limited liability)

Required to hold annual meeting of shareholders to vote on certain items, such as appointment of directors and adoption of annual accounts. Such annual meeting can also be held virtually.

Co-operative U.A.

Required to hold an annual meeting of members to vote on certain items, such as appointment of board members and adoption of annual accounts. Such annual meeting can also be held virtually.

C.V. (a limited partnership)

The partnership agreement usually includes a requirement to hold an annual meeting of partners. Such annual meeting can also be held virtually.

Limited liability company

Limited liability companies are generally required to hold an annual general meeting within 18 months of registration and within six months of their balance date. However, companies will not be required to hold an annual general meeting if there is nothing to be done at the meeting, the Board has resolved that it is in the best interests of the relevant company to not hold that meeting and the constitution does not require one to be held.

Except as required under the Companies Act or constitution (as applicable), actions requiring shareholder approval require a resolution to be passed by the shareholders holding the majority of voting shares at a shareholders' meeting or approved by at least 75 percent of shareholders by way of a written resolution in lieu of a meeting. The requisite majority is most commonly a simple majority, but can be 75 percent (or higher percent) for certain reserved matters (including the adoption of a new constitution).

Branch

Meeting requirements are subject to the overseas company's home jurisdiction requirements.

Private company

A private company is required to hold its first Annual General Meeting (AGM) within 18 months of its incorporation and once every year thereafter to the extent that not more than 15 months lapse between the date of 1 AGM and that of the next.

The ordinary businesses of an AGM include a declaration of dividend; the presentation of financial statements and report of the directors and auditors; the election of directors in the place of those retiring; the appointment and fixing of the remuneration of the auditors and disclosure of remuneration of managers. An AGM must be held in Nigeria. Small companies and single-member companies are not required to hold any form of general meetings. The sole member of a company takes any decision that may be taken by the company in general meetings, but such a member shall provide the board of directors with details its decision (probably in form of a letter). This has the same effect as if agreed by the company members in a general meeting. Companies with a single member are exempted from keeping minute books of meetings and do not need to comply with the requirement on place of meetings in Nigeria. Although, private companies are allowed to convene a virtual general meeting provided it is done in accordance with the Articles of the company.

In addition to an AGM, an extraordinary general meeting (EGM) of the company may be convened where special businesses may be considered. An EGM may be convened by the Board of Directors of the company or requisitioned by any member of the company holding at least 1/10 of the paid-up capital of the company.

A 21-day statutory notice period is required for all general meetings of a private company. However, a shorter notice for an AGM may be given upon the consent of all the members entitled to attend and vote at the meeting. Additionally, notice of meeting can be sent via electronic mail in addition to personal service and post.

For an EGM, the consent of the majority of members holding not less than 95 percent in nominal value of the shares, or 95 percent of the voting rights for a company without a share capital, is required for shorter notice.

Public company

The shareholder meeting requirements for a private company, as indicated above, also apply to a public company. In addition, a public company is required to hold a statutory meeting within 6 months of incorporation. Notices of meetings are also required to be published in at least 2 daily newspapers.

Required to hold an annual general meeting/partnership meeting to approve the annual accounts and other items required by law and, with respect to private and public LLCs, the articles of association or, with respect to partnerships, the partnership agreement.

Corporation, Closed Stock Corporation and Open Corporation (Sociedad Anónima or S.A., Sociedad Anónima Cerrada or S.A.C. and Sociedad Anónima Abierta or S.A.A.)

At least an annual obligatory shareholders’ meeting shall be held, within the 1st 3 months of every year, in order to approve or reject the balance sheet and the other financial statements of the corporation, the distribution of profits, the appointment of the members of the board of directors (if applicable), among other matters.

In closed stock corporations and, if provided in their bylaws, in regular and in open corporations, the meetings may be held by technological means.

Limited Liability Company (Sociedad de Responsabilidad Limitada or S.R.L.)

At least an annual obligatory partners’ meeting shall be held, within the 1st 3 months of every year, in order to approve or reject the balance sheet and the other financial statements of the entity, as well as the distribution of profits.

Branch of a Foreign Legal Entity (Sucursal)

Not applicable to Peruvian branches. The parent company shall comply with the applicable foreign laws.

Generally not applicable. Exception is a subsidiary where it is required to hold an annual stockholders' meeting to vote on certain matters, such as election of directors.

With respect to commercial companies and limited joint-stock partnerships, at least 1 shareholders' meeting (general meeting) must be held each year, within 6 months after the end of the previous financial year, to vote on and adopt resolutions on matters, such as distribution of profit or coverage of losses, granting approval of duties performance by members of the entity's bodies and approving financial statements of the entity for the previous financial year.

No such requirements apply to other partnerships, branches or representative offices.

In case of joint-stock companies and limited liability companies, the shareholders may participate in a shareholder meeting (general meeting) also with the use of electronic communication means, unless the articles of association provides otherwise. The person convening the meeting shall decide on holding the meeting on-line. The supervisory board, and in the absence thereof, shareholders, must set out the rules of participation in the shareholder meeting (general meeting) with the use of electronic communication means.

A public joint-stock company are obliged to ensure the broadcast of the general meeting in real time.

Shareholders must meet at least 1 time per year to resolve on the annual accounts. Shareholders’ resolutions are taken either in physical presence, through electronic means (unless otherwise provided for in the company’s bylaws) or by means of a unanimous written resolution.

Corporations

Required to hold annual meeting of shareholders to vote on certain items, such as election of directors.

Limited Liability Companies

Annual meetings of the members are not required. The provisions of the operating agreement will typically determine any meeting requirements.

JSCs and LLCs are required to hold annual meetings of shareholders to vote on certain items, such as approval of financial statements. In the case of a JSC, general meeting of shareholders can either be ordinary or extraordinary depending on the matter on the agenda.

Joint-stock company (public and non-public)

It is required to hold an annual shareholders' meeting.

Limited liability company

It is required to hold an annual members' meeting.

Limited liability company

Required to hold at least one annual meeting for LLCs within 4 months after the closing date of the financial year of the LLC.

Limited liability company 

A public listed company can hold its annual general meeting within 4 months after its financial year end and file the annual return within 5 months after its financial year end.

A private listed company can hold its annual general meeting within 6 months after its financial year end and file the annual return within 7 months after its financial year end.

Private company (requirements apply uniformly to personal liability companies)

A private company is not required to hold an annual general meeting (AGM), although it may choose to do so in terms of the MOI.

• A private company must hold a shareholders meeting whenever the Companies Act or the company’s MOI requires it to do so (for example, to appoint or remove directors or to approve a fundamental transaction).
• A private company must call a shareholders meeting when 1 or more shareholders deliver written and signed demands to the company, which must:
  • Describe the specific purpose for which the meeting is proposed and
  • In aggregate, demands for substantially same purpose are made and signed by the holders, as of the earliest time specified in any of those demands, of at least 10 percent (or a lower percentage specified in the company's MOI) of the voting rights entitled to be exercised in relation to the matter proposed, to be considered at the meeting

Public company

A public company must call a shareholders meeting whenever the Companies Act or the company’s MOI requires it to do so and if it receives demands from shareholders as described above.

A public company must convene an AGM initially no more than 18 months after its date of incorporation and thereafter once in every calendar year, but not more than 15 months after the date of previous AGM.

The AGM agenda must at a minimum provide for the following business of the company to be transacted:

• The presentation of the directors' and audit committee reports (and when proposed amendments to the Companies Act come into force, also the social and ethics committee report and remuneration report)

• The presentation of the audited financial statements for the immediately preceding financial year;
• The election of directors, as required by law and the MOI;
• The appointment of the auditors and the audit committee; and
• Any matters raised by shareholders, regardless of whether advance notice of the topic has been given.

External company

• Regulated by the foreign company's place of incorporation.

Joint-stock company (Jusik Hoesa)

Required to hold a general meeting of shareholders for each fiscal year.

Limited company (Yuhan Hoesa)

Required to hold a general meeting of members for each fiscal year.

Branch (Sucursal)

There are no shareholder meetings in branches.

Limited liability company (Sociedad Limitada)

Required to hold annual meeting of shareholders within the 1st 6 months of the financial year to vote on certain items, such as approval of the annual accounts and allocation of results / distribution of earnings.

Joint-stock company (Sociedad Anónima)

Required to hold annual meeting of shareholders within the 1st 6 months of the financial year to vote on certain items, such as approval of the annual accounts and allocation of results / distribution of earningss.

Limited company (aktiebolag, AB)

Required to hold annual meeting of shareholders to vote on certain items, such as adoption of annual accounts, election of directors and resolution on discharge from liability for members of the board of directors and the managing director.

The annual general meeting must be held within 6 months of the end of the company's financial year.

General meetings can be held either in-person or entirely digital. It is also possible with hybrid meetings where shareholders could choose to participate either in-person or entirely digitally. In order to hold an entirely digital general meeting, the company's articles of association must specifically allow for this.

Trading partnership (handelsbolag, HB)

Not applicable for this jurisdiction.

Limited partnership (kommanditbolag, KB)

Not applicable for this jurisdiction.

Branch office (filial, Branch)

Not applicable for this jurisdiction.

Stock corporation

Required to hold annual general meeting of shareholders to vote on certain items, such as election of directors. The general meeting may be replaced by circular resolutions if all shareholders are represented and no shareholder requests an oral deliberation.

Company limited by shares

If there is more than 1 shareholder, shareholders' meetings must be held physically to approve certain important corporate matters, such as the company's annual financial statements. For a non-public status company, its shareholders' meeting may be conducted through video conferencing if its articles of incorporation so permit. Where there is only 1 shareholder, then all functions of the shareholders’ meeting are exercised by the board meetings.

Closely-held company limited by shares

If there is more than 1 shareholder, shareholders' meetings must be held to approve certain important corporate matters, such as the CHC's annual financial statements. If there is only 1 shareholder, then all functions of the shareholders’ meeting are exercised by the board meetings. The shareholders' meeting of a CHC may be conducted through video conferencing, and a resolution can be approved by all shareholders in writing without convening a meeting.

Limited company

Not applicable for this jurisdiction. Members are not required to meet annually.  Rather, important corporate matters must be approved by all members in writing.  

Branch office of a foreign company

Not applicable for this jurisdiction.

Private limited company

At least once a year to vote on certain matters, such as approval of financial statements or election of directors in place of those retired by rotation.

Public limited company

At least once a year to vote on certain matters, such as approval of financial statements or election of directors in place of those retired by rotation.

Partnerships

Annual meeting of partners is not required.

It is mandatory to hold ordinary general assembly meetings with a certain agenda within 3 months from the end of the accounting period. Additionally, when necessary, general assembly is called for an extraordinary meeting.

Limited Liability Company

An annual general meeting of participants must be convened no later than 6 months after the preceding reporting year. The agenda of the annual general meeting of participants should necessarily include issues redistribution of the company’s net profit, payment of dividends and their amount.

Extraordinary general meetings of participants are convened in all cases prescribed under the law and the company’s charter as well as under request of (i) executive body, (ii) board of directors or supervisory body and/or (iii) participant(s) holding at least 10 percent of the company’s charter capital.

Certain key decisions stipulated by law (eg, increase of charter capital, payment of dividends, corporate reorganizations) require prior participants’ approval.

Private Joint-Stock Company

Annual general meetings must be held no later than April 30 after the preceding reporting year in order to (i) approve the results of financial and economic activities, (ii) distribute profits or approve the procedure for covering the losses;, (ii) adopt measures on the basis of review of audit report and (iii) adopt decisions on the basis of review of report of a board of directors or supervisory board of PJSC.

Annual and extraordinary meetings can be held (i) by physical presence, (ii) through an electronic system (available from 2024) and (iii) remotely (ie, through a depositary system of Ukraine). The JSC Law provides for a simplified procedure for holding general meetings if 100 percent of shareholders are present at such meetings. During martial law,general meetings may be held only remotely or using simplified procedure if 100 percent of shareholders are present at such meetings.

Extraordinary general meetings are convened: (i) at the board of directors or supervisory board discretion, (ii) in a two-tier governance structure - upon request of the executive body in a limited number of cases, (iii) upon request of shareholders holding at least 5 percent of the voting shares or (v) in other cases provided by the JSC Law or charter.

LLC

General assembly composed of all partners convened once a year during the 4 months following the end of the financial year (unless the company only has 1 shareholder). Decisions of the general assembly shall not be valid unless passed by the majority of the shareholders present in person and those represented at the meeting (unless the company memorandum states a larger majority).

Branch

Not applicable for this jurisdiction.

FZ-LLC

General meeting shall be convened at least once in every calendar year (unless the company only has 1 shareholder). Resolutions require simple majority of votes (or by such majority as prescribed in the memorandum and articles of association of the company).

FZ-Branch

Not applicable for this jurisdiction.

Dual Licensee Branch

Not applicable for this jurisdiction.

Private limited company

General meeting must be called upon the request of shareholders representing at least 5 percent of the paid-up share capital of the company (carry voting rights). Certain key decisions, such as the issuance of shares or the payment of final dividends, require shareholder approval. Otherwise, no statutory requirement to hold shareholder meetings (subject to any express provision in the company's articles).

Limited liability partnership (LLP)

No shareholders. Members meeting requirements governed by LLP Agreement.

Registered UK establishment

Not applicable for this jurisdiction.

C corporation

Required to hold annual meeting of shareholders to vote on certain items, such as election of directors.

S corporation

Required to hold annual meeting of shareholders to vote on certain items, such as election of directors.

Limited liability company (LLC)

Annual meetings of the members or managers are not required. The provisions of the operating agreement will determine any meeting requirements.

Joint stock company (JSC)

A GSM meeting is required at least annually.         

Limited liability company with two or more members (LLC2)

The MC’s meeting is required at least annually.

Limited liability company with one member (LLC1)

Meeting requirements for an LLC1 with a member’s council are stipulated by the owner in the company’s charter.