Simplified general meetings in Norwegian private limited companies (AS)
General meetings of Norwegian private limited companies (AS) are normally held as physical or electronic meetings. Norwegian company law nevertheless allows a more flexible procedure where no shareholder objects.
Under the simplified procedure in 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 be particularly practical for companies with a limited number of shareholders and for Norwegian subsidiaries of international groups. 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 shareholders can, for example, deal with a matter through:
- circulation of documents
- email correspondence
- telephone or video communication
- a combination of written and electronic procedures.
This can make the procedure substantially easier where the shareholders are already familiar with the matter and there is no need for a formal meeting.
The simplified procedure concerns how the general meeting deals with the matter. It does not remove substantive legal requirements applying to the decision 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 procedure is particularly useful for:
- wholly owned Norwegian subsidiaries
- companies with a small and closely coordinated shareholder group
- routine corporate resolutions
- capital and governance matters where the shareholders have already agreed the commercial substance
- companies whose shareholders are located in different countries.
It may be less appropriate where shareholders disagree, where significant information needs to be discussed, or where the matter would benefit from a meeting involving direct discussion between the shareholders and the board.
The important point is that the simplified procedure should make corporate decision-making more efficient without depriving shareholders or the company's governing bodies of the rights protected by the Companies Act.
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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.
Contact LexOslo:
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✉ lexoslo@lexoslo.no
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