AMENDMENTS TO THE COMPANIES ACTS
Through the general meeting, the shareholders exercise the ultimate authority in a company. The starting point under both the Private Limited Liability Companies Act and the Public Limited Liability Companies Act is that the shareholder may exercise shareholder rights immediately after the rights have been acquired. Today, shareholders can, as a general rule, attend and vote at general meetings the same day they acquired the shares (provided, however, that many companies do have registration deadlines in their articles of association for participation in general meetings).
The Public Limited Liability Companies Act is now being amended in certain respects to facilitate equal treatment of shareholders and increased transparency regarding who owns and exercises ownership influence in Norwegian companies. Some of the changes also apply to limited liability companies with shares registered in a central securities depository, as detailed below.
AGP encourages companies to consider whether it is necessary to update their articles of association in line with the legislative changes.
Briefly about some of the changes that come into effect on July 1, 2023
- Pursuant to section 5-2 of the Public Limited Liability Companies Act, only those who are shareholders five business days before the general meeting (the registration date) are entitled to attend and vote at the general meeting. The decisive factor is that the shareholder at this time is entered in the shareholder register, i.e. the central securities depository in which the company's shares are registered. If a shareholder has acquired shares after this date, it will not be able to vote at the general meeting.
- Owners of nominee-registered shares must notify the company no later than two working days before the general meeting (advance notice) in order to be able to attend and vote at the general meeting, cf. section 5-3 of the Public Limited Liability Companies Act. The difference between this notification obligation and the five-day deadline described in the previous section is that, with regard to nominee-registered shares, it is the notification of the underlying shareholder's participation that is relevant - the nominee's ownership must still be registered five working days before the general meeting.
- The company or public authority may require nominees (and intermediaries) to provide information on who owns nominee registered shares and how many, cf. section 4-10 (4) of the Public Limited Liability Companies Act
- Pursuant to section 4-4 of the Limited Liability Companies Act, the above amendments apply correspondingly to limited liability companies with shares registered in a central securities depository, with the additional amendment that the notice period for convening general meetings shall be a minimum of 2 weeks unless a longer period follows from the articles of association (compared to the current minimum requirement of 1 week). The 2 week deadline may be waived by simplified procedure pursuant to section 5-7 of the Private Limited Liability Companies Act.