News Digital general meetings from 1 January 2024

What is new?

In connection with the pandemic, it became possible to hold meetings digitally, but that possibility ceased to apply at the end of 2022. Now the possibility will become permanent according to a bill.

What must a limited liability company do to hold digital meetings?

A limited liability company that wants to hold fully digital meetings must determine this in the articles of association. The company must therefore first hold a general meeting where new articles of association are adopted. The new articles of association must be registered with the Swedish Companies Registration Office. After that, the company can hold digital meetings.

What should a notice to a digital general meeting look like?

The notice to a digital general meeting must state how the shareholders must participate and vote. It is not enough to simply refer to the company’s website for this information in the notice. Otherwise, the same rules apply to the notice as for ordinary meetings.

There is no requirement that digital meetings must be combined with postal voting (unless it is stated in the articles of association).

How should a digital meeting be conducted?

The law does not specify which technology must be used. In practice, it is the company’s board that decides. The important thing is that the shareholders can participate with the technology that they typically have access to.

The law also does not say how the digital meeting should be organised. Just as at ordinary meetings, the chairman of the meeting is responsible for matters of order at the meeting and must assess whether the preparations are acceptable and how any problems – technical or otherwise – that arise during the meeting should be handled. One thing to think about is e.g. how powers of attorney should be handled. A power of attorney must be in writing, but it can be signed with an advanced electronic signature. The shareholders must also be able to access the company’s share register, but it is sufficient that it is available in digital form. There must also be good procedures for identifying the participants and for counting votes.

The minutes from the meeting must state that it was conducted digitally.

What happens if a shareholder cannot participate due to technical problems?

The law does not specify exactly what applies if technology problems arise. Here you must adhere to general principles of association law. If e.g. a shareholder has not ensured that he has a working internet connection, this shall not prevent the meeting from being carried out.

Are people who are not shareholders allowed to participate?

As a starting point, outsiders do not have the right to attend the general meeting of limited liability companies or otherwise follow the negotiations unless the general meeting decides to do so. In private limited companies, unanimity is required to allow outsiders to attend the meeting, while in public limited companies such a decision can be made with a simple majority . The same rules apply to digital meetings.

Are there special situations?

In limited companies, a digital general meeting may be held without support in the articles of association if extraordinary circumstances require it. This means situations of a force majeure nature.

Isn’t it already possible to conduct digital general meetings?

Yes, if all shareholders agree. It has also been possible – and is still possible – to have so-called hybrid voices. By that is meant a general meeting that is held at a physical location but where some participate remotely.

When does this come into effect?

The proposal is intended to come into force from 1 January 2024, provided the proposal goes through. According to the proposal, it should be possible to make changes to the articles of association in advance and condition them in such a way that they only apply after they come into force.

Legal council referral from the Ministry of Justice, Digital general meetings of companies and associations (8 June 2023)