This article was originally published at https://nordicfounders.com/preparing-for-an-agm-in-finland-a9bd6a7980f3#.qrjsdj6ip
Every company (startup or not) registered in Finland have to conduct an Annual General Shareholder Meeting within 6 months from the end of each financial period (with is most likely a full calendar year).
If you registered your company during last year, this usually means your accountant will start (make sure to ask explicitly) closing books for 2015 during February/March (budget 400–800€ for this work).
When books (tasekirja) are ready, you need to ask your auditor to “check” it and give an official statement everything is according to the law (budget another 400–800€).
With all papers in place, you have to call for a annual general shareholders meeting with the main objective of approving accounts and appointing the new board of directors.
Like with any other shareholder meeting, the board of directors (read startup founders) needs to deliver an invitation to the meeting at least 4 weeks in advance. Sending an invitation by email is generally acceptable, and the text usually should include the following:
Shareholders of [Company] Oy are invited to Annual General Shareholders´ Meeting on [Date] to be held at [Address].
The meeting shall cover following issues: [Agenda items].
— Board of Directors [Date] [Signatures]
On the day of the meeting, you will need to go through all agenda item (it is highly not recommended to change them) and document the decision. It works the best the have an already prepared template and just fill it in as you go, instead of actually taking the meeting minutes. The following template worked for us @eliademy for the past 3 years.
Make sure to clearly specify type of the meeting, company name, date/time and list of shareholders (present/absent) along amount of their votes
1. Opening of the Meeting and Elections
[Name] opened the meeting and acted as the chairman of the meeting. [Name] was called as the secretary of the meeting. [Name] was elected to review the minutes and count the votes.
2. Participants and Legality of the Meeting
The Chairman confirmed the list of votes. It was recorded that the notice of the meeting was sent to all shareholders by letter on [Date].
It was recorded that financial accounts have been available for review in the premises of the Company as required by the Companies Act and copies of these documents have been provided to the shareholders upon request.
It was resolved to approve the agenda for the meeting.
It was recorded that the meeting was duly convened and constituted a quorum.
3. Annual Accounts and Auditors Report
The Annual Accounts and Auditors Report for the accounting period [Date] — [Date] were presented.
4. Adoption of the Annual Accounts and Distribution of Profit
It was resolved to adopt the Annual Accounts for the accounting period that ended on [Date].
Depending on how you did financially, you may or may not chose to distribute the dividends. Make sure to explicitly mention it.
It was resolved to pay no dividend. OR It was resolved to pay dividend of € [Amount] per share, total of € [Amount] on [Date]
5. Discharge of liability
It was resolved to discharge the members of the Board of Directors and the Managing Director for the accounting period that ended on [Date].
6. Appointment of new Board of Directors
Legally speaking, each privately held company needs to have a chairman and at least 2 ordinary members. Thus, you need to mention their names explicitly. It is also a good time to mention weatherboard receives any remuneration for the service (some publicly traded company’s in Finland give 50–100K as a bonus to board members, but as a startup, you most likely will keep it as zero).
It was resolved to appoint [Name] as chairman of the board and [Name], [Name] as ordinary members. It was resolved that the members of the Board receive no remuneration.
From legal point of view, auditor bears no responsiblity if you accountants made a mistake in books, but auditor failed to see it. If there is any problem, board or directors takes the full blame. Make sure you are working with the best guys.
It was noted that [Name of the auditor] as the responsible auditor, has acted as the auditor of the Company during for the accounting period. It was decided that the present auditor shall continue as the auditor of the Company.
8. Closing of the Meeting
It was noted that all decisions were unanimous (otherwise attache list of votes).
[Signatures of all participants]
That is it, you are done. Scan the signed document, store it in your cloud drive, upload to your website or send to all shareholders by email (the last 2 have to be done within 2 weeks after the meeting).
Remember that content of AGM for every company is a public information, thus, you need to submit it to PRH (and translate Finnish/Swedish) together with any other company updates you have to report (for example if you changed the board or auditor).
For more information about AGM requirements and obligation, check Finland’s Limited Liability Companies Act.