Simplified general meetings in Norwegian private limited companies (AS)
General meetings of Norwegian private limited companies (AS) may be held as physical or electronic meetings. Norwegian company law also allows matters to be dealt with under a simplified procedure where no shareholder objects.
Under Section 5-7 of the Norwegian Companies Act, matters can, for example, be dealt with through circulation of written documents without holding a meeting. This can provide a practical alternative where the shareholders do not need to meet to discuss the matter.
Certain requirements must nevertheless be observed.
1. No shareholder may object
A simplified general meeting does not require express written consent from every shareholder.
Instead, the requirement is that no shareholder objects to the simplified procedure.
All shareholders must therefore be informed of the proposed method of dealing with the matter and given a reasonable opportunity to object.
This should be considered for each matter to be dealt with under the simplified procedure.
In practice, companies will often document the proposed procedure in an email or other written communication to all shareholders, even though the Companies Act does not require formal written consent from each of them.
2. All shareholders must have an opportunity to participate
Every shareholder must be given an appropriate opportunity to participate in the consideration of the matter.
This does not mean that every shareholder must actually participate or cast a vote.
For written proceedings, the requirement can typically be satisfied by circulating the relevant documents and proposed resolutions to all shareholders and giving them an opportunity to comment and vote.
The procedure should be organised so that shareholders have sufficient information and a genuine opportunity to participate before the decision is made.
3. The board and management must be given an opportunity to comment
The board members and, where the company has one, the managing director must be given an opportunity to comment on the matter.
The auditor must also be given such an opportunity where the nature of the matter makes this necessary.
Any board member may require that the matter instead be considered by the general meeting in a meeting.
The managing director and auditor do not have the same statutory right to require meeting treatment.
4. Minutes must be prepared
A simplified general meeting must still be properly documented.
The minutes must state:
- that the matter was dealt with under Section 5-7 of the Norwegian Companies Act;
- when the matter was considered;
- the resolution adopted;
- where the company has more than one shareholder, the number of votes cast and the number of shares voting for and against the resolution;
- where relevant, the proportion of the share capital represented by the votes; and
- which shareholders participated in the consideration of the matter.
The list of participating shareholders may either be included in or attached to the minutes.
The minutes must be dated and signed by the person who is chair of the board at the time of signing, or by another person appointed by the general meeting.
They must be sent to all shareholders and retained throughout the lifetime of the company.
5. What can be simplified?
One of the main advantages of Section 5-7 is that a company can dispense with a number of the ordinary procedural requirements applying to general meetings.
The matter may, for example, be dealt with through circulation of written documents, email correspondence or another procedure that gives all shareholders an appropriate opportunity to participate.
This should be distinguished from an ordinary electronic general meeting. Under the Norwegian Companies Act, an electronic general meeting is a “meeting” in the same way as a physical general meeting and does not require the use of the simplified procedure in Section 5-7.
The simplified procedure concerns how the matter is dealt with and which ordinary procedural requirements may be dispensed with. It does not remove substantive legal requirements applying to the resolution itself.
For example, a resolution that requires a two-thirds majority under the Companies Act will still require that majority even if it is dealt with under the simplified procedure.
6. When is simplified treatment appropriate?
The simplified procedure is only one of several flexible ways to conduct shareholder decision-making under Norwegian law. An ordinary general meeting may also be held electronically, and shareholders may participate through proxies.
Section 5-7 is particularly useful where the shareholders wish to deal with a matter without holding a meeting, for example by circulating written resolutions and supporting documents.
It may therefore be appropriate where the shareholders are aligned on the proposed resolution, there is no need for discussion in a meeting and the matter can be handled efficiently through written circulation.
Whether an ordinary meeting or the simplified procedure is most convenient will depend on the circumstances.
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Originally published 12 October 2024. Last updated 16 August 2026.
How LexOslo can assist
LexOslo advises Norwegian and international companies, shareholders and boards on general meetings and other corporate-law decisions under Norwegian law.
We assist with preparing shareholder resolutions, general meeting documentation and other corporate approvals, including the use of simplified procedures for Norwegian subsidiaries and other private limited companies.
For international groups and foreign law firms, we can assist with the Norwegian corporate documentation required to implement group decisions, transactions, capital changes and other corporate actions.
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