January 19, 2026
The protocol is signed by the chair of the meeting and at least one of the participants.
The general meeting (generalforsamling) is the highest decision-making body in a Norwegian AS (aksjeselskap) company. It is at the general meeting that the shareholders make key decisions regarding the company's operations, including approving financial statements, deciding on dividend payments, and changes to the organizational structure.
What is a general meeting?
A general meeting is a formal meeting of the shareholders of an AS company. Each shareholder has the right to participate in the meeting, speak, and vote in accordance with the number of shares they hold. Decisions made at the meeting are binding on the board of directors and the company.
When should a general meeting be convened?
In a Norwegian AS company, there are two types of meetings:
- an ordinary general meeting, which must be held at least once a year, no later than six months after the end of the financial year,
- an extraordinary general meeting, convened whenever necessary, e.g., in the event of capital changes or significant ownership decisions.
Who convenes the general meeting?
The general meeting is convened by the company's management board (styret). Notice of the meeting must be given to all shareholders in writing at least seven days before the scheduled date of the meeting, unless the company's articles of association provide for a longer period.
The notice should include:
The notice should include:
- the date and place of the meeting,
- the proposed agenda,
- information about planned amendments to the articles of association or other important decisions.
Who can participate and vote?
The following persons may participate in the general meeting:
- all partners of the company,
- proxies acting on behalf of the partners.
As a rule, each share gives one vote. The meeting is valid regardless of the number of partners present, provided that it has been properly convened.
What decisions does the general meeting make?
The general meeting is responsible in particular for:
- approving the annual financial statements,
- deciding on the payment of dividends,
- electing and dismissing members of the management board,
- amending the company's articles of association,
- increasing or decreasing the share capital,
- deciding on the merger or division of the company.
Form of the meeting
The general meeting may be held:
- in person,
- electronically or in a hybrid form,
- provided that it is possible to identify participants and cast votes.
Protocol from the general meeting
After each general meeting, a protocol should be drawn up documenting the course of the meeting and the resolutions adopted. The protocol should include:
- the date and place of the meeting,
- a list of shareholders present and the number of votes,
- the content of the resolutions adopted.
The protocol is signed by the chair of the meeting and at least one of the participants.
Contesting resolutions passed by the general meeting
If a shareholder or member of the management board considers that a resolution passed by the general meeting is contrary to the law or the company's articles of association, they may bring the matter before a court. As a rule, the deadline for contesting a resolution is three months from the date on which it was passed.
FAQ: Do shareholders have to attend the general meeting?
Attendance at the general meeting is not mandatory, but failure to attend means that you will not have a say in the company's decisions, including issues such as dividends and the composition of the board of directors.
FAQ: Can a general meeting in a Norwegian AS company be held online?
Yes. A general meeting may be held in electronic or hybrid form, provided that all shareholders have the opportunity to identify themselves, participate in the discussion, and cast their votes.
FAQ: Are there consequences for failing to hold a general meeting within the required time limit?
Yes. Failure to convene an ordinary general meeting within the required time limit constitutes a violation of the Aksjeloven and may result in liability for the members of the management board and problems with control or registration activities.
Do you have procedural doubts about convening a general meeting of shareholders in a Norwegian company? We invite you to consult our expert!
FAQ: Can a general meeting in a Norwegian AS company be held online?
Yes. A general meeting may be held in electronic or hybrid form, provided that all shareholders have the opportunity to identify themselves, participate in the discussion, and cast their votes.
FAQ: Are there consequences for failing to hold a general meeting within the required time limit?
Yes. Failure to convene an ordinary general meeting within the required time limit constitutes a violation of the Aksjeloven and may result in liability for the members of the management board and problems with control or registration activities.
Do you have procedural doubts about convening a general meeting of shareholders in a Norwegian company? We invite you to consult our expert!
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