Simplified general meetings made easy under Norwegian law

General meetings in limited liability companies are typically held as physical (or electronic) meetings. However, when all shareholders agree, it is often feasible to conduct a simplified general meeting—meaning the meeting is held as a written resolution without a meeting.

This approach is practical for companies with few shareholders, but it's not without limitations. Norwegian law sets several requirements that must be met before a general meeting can be conducted in a simplified manner:

a) Unanimous consent from all shareholders
All shareholders must consent to this method for each matter to be addressed at the general meeting. Passive consent is likely insufficient; explicit positive consent from the shareholders is required.

b) Opportunity for shareholder participation
While not all shareholders need to participate in the decision-making, they must be given the opportunity to do so in an appropriate way. Circulating the notice, minutes, and other documents related to the general meeting's resolutions usually satisfies this requirement.

c) Rights of board members and key personnel
Each board member—and if the company has an auditor and a general manager—must have the opportunity to comment on each matter to be considered by the general meeting. They must also have the right to demand that a matter be addressed in a physical meeting, ensuring their interests in responsible handling are protected.

d) Documentation requirements
A general meeting protocol must be prepared, indicating that the proceedings have occurred pursuant to Section 5-7 of the Norwegian Limited Liability Companies Act (aksjeloven § 5-7). The protocol must meet specific legal requirements, including recording the number of votes cast and how many have voted for or against each resolution. It must be dated, signed by the chair of the board, and sent to all shareholders. The protocol should then be securely archived and made available to shareholders at the company's premises.

These regulations allow for significant simplification of general meeting procedures by permitting decisions to be made in writing, over the phone, or through other informal means of communication. However, certain provisions cannot be waived, such as the district court's authority to convene a general meeting.