How do you prepare minutes from your Annual General Meeting in 2024?
If you are the director and or shareholder of a Danish limited liability company – either an ApS or A/S – then you will need to approve the annual report for the company once per year at the annual general meeting.
How do you prepare minutes from your Annual General Meeting in 2024?
In this blog, we answer the question: How do you prepare minutes from your Annual General Meeting in 2024?
If you are the director and or shareholder of a Danish limited liability company – either an ApS or A/S – you will need to approve the annual report for the company once per year at the Annual General Meeting.
We also call the Annual General Meeting for AGM in short.
The annual report for 2023 should be submitted latest 30.6.2024 if your company’s fiscal year is the calendar year.
If your company does not follow the calendar year as its fiscal year, the deadline is 6 months from the end of the fiscal year.
When should the annual report be submitted?
The annual report must be submitted to the Dansish Business Authority VIRK latest six months after the fiscal year has ended.
The Annual General Meeting – “AGM”
Before the annual report can be submitted to the business authority, it is approved at a meeting with the shareholders and management.
If the company has a board of directors, the board members will participate in the meeting.
This meeting is called the “Annual General Meeting” – or the “AGM”.
The Danish translation for this meeting is “ordinær generalforsamling”.
What should the minutes contain?
Every limited liability company has a set of statutes that were made back when the company was incorporated.
This set of statutes is also called “the Articles of Association” – or the “AoA”.
The Danish translation for these statutes is “vedtægter”.
Inside the articles of association, you will find a detailed description of what you need to discuss at the annual general meeting.
After the meeting, you need to prepare a summary.
This summary we call “protocol” or “minutes”.
The Danish translation for minutes (in the context of the annual general meeting) is “generalforsamlingsprotokollat”.
The minutes you make from the general meeting should contain the same topics for discussion as you can see in the articles of association.
If you only have one or more directors – and no board of directors
If you do not have a board of directors – but only one or more directors – then usually your minutes should contain:
1. Choosing the chairman for the Annual General Meeting;
2. The director reports how the year went;
3. Presentation of the annual report for approval;
4. Suggestions for the allocation of the result;
5. Questions from the director and or shareholders.
We have made a template you can download and use here for the minutes:
NB: Remember to check what you should include by looking at your own statutes.
If you have a board of directors
If you have a board of directors, then usually, your minutes should contain the following:
1. Choosing the chairman for the annual general meeting;
2. The chairman reports how the year went;
3. Presentation of the annual report for approval;
4. Discussing discharge for the board of directors;
5. The board of directors suggests the allocation of the result and tantiemes for its members;
6. Questions from the board of directors and or shareholders.
We have made a template you can download and use here for the minutes:
NB: Remember to check what you should include by examining your company statutes.
(This blog was update: 30.3.2024)
FAQ
What is the deadline for submitting the annual report for a Danish limited liability company with a fiscal year matching the calendar year?
The annual report for 2023 should be submitted by June 30, 2024.
Who participates in the Annual General Meeting (AGM) of a company?
Shareholders, management, and if applicable, the board of directors participate in the AGM.
What must the minutes of the AGM include?
The minutes should cover topics outlined in the company's Articles of Association, including discussions and decisions made during the AGM.
What should the minutes contain if the company only has directors and no board of directors?
The minutes typically include choosing the chairman of the AGM, the director's report on the year, presentation of the annual report for approval, suggestions for result allocation, and questions from the director or shareholders.
What additional elements are included in the minutes if the company has a board of directors?
Along with the elements mentioned for companies with only directors, the minutes should also often discuss discharge for the board, suggest allocation of the result and tantiemes for its members, and include questions from the board or shareholders.