This administrative body decides when they will be doing so and determines the agenda. However, they are obliged to convene the general meeting at least once a year. This is the so-called ‘ordinary general meeting’, ‘annual meeting’ or ‘statutory general meeting’. The date and place of this general meeting is determined in the articles of association and this meeting has a fixed agenda where at least the annual accounts, the discharge of the directors and the distribution of profits or losses are voted on.
A shareholder can also convene the general meeting. In fact, as a shareholder, you can require the the administrative body to convene the general meeting. The requirement is that the requesting shareholder(s) hold at least 10% of the shares or capital.
If this condition is fulfilled, shareholder(s) shall address a written request to the administrative body to convene a general meeting. This must include at least the proposed agenda items of the requesting shareholder(s).
Following this request, the administrative body is obliged to convene the general meeting within 3 weeks by sending an invitation to all shareholders of the company and with at least the agenda items as requested by the shareholder(s). In case of non-compliance, the directors run the risk of directors’ liability.
Do you have any further questions about the general meeting? If so, please contact Jan Baptist Cooreman.