Collective decisions are generally taken at general meetings. However, the articles of association may provide for the possibility of a written consultation of the shareholders except in the case of the annual general meeting held to approve the annual accounts.
Written consultation
When decisions are taken by means of a written consultation, the text of the proposed draft resolution and any necessary related documents are sent to each shareholder. The shareholders then have a minimum period of 15 days from receipt of the draft resolution to vote upon the resolution.
General meetings
Convening of a general meeting
An ordinary general meeting must be held each year within six months from the closing date of the financial year.
Shareholders are convened to general meetings by the manager or by the statutory auditor. Shareholders must be convened to a general meeting at least 15 days before the meeting is due to be held.
Chairman of meeting
The general meeting is chaired by the manager or one of the managers, unless none of the managers is a shareholder. In this case it is chaired by the shareholder holding the greatest number of shares or in cases of equal shareholding, by the senior in age.
Different types of collective decision
Ordinary collective decisions are required for the following items:
- Approval of the annual accounts;
- Appointment and removal of managers;
- Appointment of auditors;
- Approval of regulated agreements etc.
Extraordinary collective decisions are necessary only for amendments to the articles of association.
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