How to properly convene an ordinary shareholders’ meeting of a limited liability company

The body responsible for convening a shareholders’ meeting

The management board convenes the ordinary general meeting of shareholders in a limited liability company (both ordinary and extraordinary). In practice, this means that the body is responsible for convening the general meeting of shareholders, and the act itself is connected with the management of the company’s affairs. The prevailing view in legal doctrine is also that this is an act exceeding the scope of the company’s ordinary activities; consequently, the management board should adopt an appropriate resolution in this regard.

Unless the articles of association provide otherwise, the resolution should be adopted by an absolute majority of votes. The resolution should specify the date and venue of the shareholders’ meeting and the agenda. However, the invitation itself does not need to be signed by all members of the management board; it is sufficient for one person to act on behalf of the body. For the avoidance of doubt, the resolution may designate a member of the management board authorised to issue invitations to the shareholders.

If the management board fails to convene an ordinary general meeting of shareholders within the time limit specified above, the supervisory board or the audit committee shall have the right to convene an ordinary general meeting of shareholders.

Convening a shareholders’ meeting – notices and agenda

A shareholders’ meeting is convened by registered post or courier, sent at least two weeks before the date of the meeting. It is important to note how the notice period is calculated. The period begins on the date the notice is sent and is calculated in accordance with the general provisions of the Civil Code. However, it is essential that the two-week period expires before the date of the scheduled shareholders’ meeting. Therefore, if the invitation to the shareholders’ meeting is sent on 12 June 2023 (Monday), in order to comply with the deadline specified in Article 238 § 1 of the Commercial Companies Code, the meeting cannot take place earlier than 27 June 2023 (Tuesday). Thus, the two-week period must expire on the day preceding the date of the meeting.

Instead of a registered letter or courier delivery, the notice may be sent to a shareholder at their address for electronic service or by email, provided that both of the following conditions are met:

• the partner has given their written consent
• the partner has provided an email address to which notices are to be sent.

An Ordinary General Meeting may also be held informally if the entire share capital is represented and none of those present has raised any objection to the meeting being held or to the inclusion of specific items on the agenda.

The agenda should include at least:

• consideration and approval of the financial statements for the previous financial year
• consideration and approval of the management board’s activity report (unless the company meets the requirements exempting it from the obligation to prepare such a report, in which case it is nevertheless necessary to adopt a resolution waiving the preparation and approval of the activity report, stating that the requirements have been met),
• adopting a resolution on the distribution of profit or coverage of losses,
• granting discharge to members of the company’s governing bodies in respect of the performance of their duties.

Ordinary General Meeting of Shareholders – opportunity to review the financial statements and the management report

Pursuant to Article 68 of the Accounting Act, a limited liability company is required to make the annual financial statements and the management report available to shareholders, and if the financial statements are subject to a statutory audit – also the audit report – no later than 15 days before the Ordinary General Meeting.

The provision does not specify how the report is to be made available. It therefore appears that this may be done either electronically or by providing information on the possibility of viewing the report at the company’s registered office.

Undoubtedly, this obligation is necessary for the proper conduct of the Ordinary General Meeting. The company’s shareholders must be able to familiarise themselves with the reports so that they can vote, in full knowledge of the facts, to approve or reject these documents.

Ordinary General Meeting – summary

As can be seen from the above, the proper conduct of an Ordinary General Meeting entails the fulfilment of numerous obligations incumbent upon the management board. It is advisable to prepare for the Ordinary General Meeting well in advance so that formal shortcomings do not later provide grounds for challenging the resolutions.

If you require legal advice on the subject described in this article or on any other matter, please contact HWW Hewelt Wojnowski Lindner i Wspólnicy.

Author

Agata Bączkowska

Adwokat, Senior Associate

She specializes in commercial and civil law. She has gained experience in Warsaw law firms providing comprehensive services to companies and a law firm specializing in labor law. She has extensive experience in corporate consulting. She has participated in mergers and acquisitions at every stage of the process, from pre-transaction legal examination to fulfillment of regulatory requirements related to the transformation process. She prepares and reviews contracts entered into by clients and advises in cases of…

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