New Rules On Digital General Meetings In Companies And Associations

• Published date: 19 March 2024
• Subject Matter: Corporate/Commercial Law, Corporate and Company Law, Corporate Governance, Shareholders
• Law Firm: Lindahl
• Author: Erika Svensson, Dennis Westermark, Victoria Skoglund, Carl-Johan Krusell, Nils Lundgren and Mikael Mellberg

Since 1 January 2024, it is possible for companies and associations to hold general meetings completely digitally if that is possible under provisions contained in the company's or the association's articles of association or statutes. In order to be able to take advantage of the ability to hold a general meeting digitally, it is therefore necessary to first decide on an amendment to the articles of association or statutes. Nevertheless, the general meeting may be held digitally if extraordinary circumstances so require, even if no such provision exists in the articles of association or statutes.

The new rules are technology-neutral and do not specify what technical solutions must be used in order to hold a general meeting digitally. However, the board of directors and the chairperson of the general meeting need to ensure that the general meeting can be held in a correct manner, which means, among other things, that it must be possible to identify the participants and manage voting and counting of votes. In companies and associations with a large number of shareholders and members, in practice the use of a reliable technical solution will be required in order to hold a general meeting completely digitally. Consideration also needs to be given to how to deal with a situation whereby participants are unable to exercise their rights at the general meeting due to technical problems.

If the general meeting is held digitally, the manner in which a shareholder or member must go about participating and voting at the general meeting must be clearly stated in the notice. A digital general meeting can be combined with the option of postal voting, though it is not a requirement.

The Swedish Companies Act does not differentiate between listed and unlisted companies when it comes to the possibility of holding digital general meetings. However, in the latest version of the Swedish Code of Corporate Governance (the Code), a new code rule has been introduced whereby listed companies subject to the Code must always hold physical general meetings in which shareholders can participate, even if it is also possible to take part digitally. That means, as a starting point, that listed companies must not hold completely digital general meetings. Since the pandemic, many listed companies have offered postal voting and/or the ability to follow the meeting remotely through webcasts or other digital technologies as an alternative to physical participation in the general meeting...