Steps to Prepare and Run an AGM for Startups in Finland

Sergey Gerasimenko
Mar 23, 2016 · 4 min read
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Every company (startup or not) registered in Finland have to conduct an Annual General Shareholder Meeting within 6 months from the end of each financial period (with is most likely a full calendar year).

If you registered your company during last year, this usually means your accountant will start (make sure to ask explicitly) closing books for 2015 during February/March (budget 400–800€ for this work).

When books (tasekirja) are ready, you need to ask your auditor to “check” it and give an official statement everything is according to the law (budget another 400–800€).

With all papers in place, you have to call for a annual general shareholders meeting with the main objective of approving accounts and appointing the new board of directors.

Like with any other shareholder meeting, the board of directors (read startup founders) needs to deliver an invitation to the meeting at least 4 weeks in advance. Sending an invitation by email is generally acceptable, and the text usually should include the following:

Shareholders of [Company] Oy are invited to Annual General Shareholders´ Meeting on [Date] to be held at [Address].
The meeting shall cover following issues: [Agenda items].
— Board of Directors [Date] [Signatures]

On the day of the meeting, you will need to go through all agenda item (it is highly not recommended to change them) and document the decision. It works the best the have an already prepared template and just fill it in as you go, instead of actually taking the meeting minutes. The following template worked for us @eliademy for the past 3 years.

0. Header

1. Opening of the Meeting and Elections

[Name] opened the meeting and acted as the chairman of the meeting. [Name] was called as the secretary of the meeting. [Name] was elected to review the minutes and count the votes.

2. Participants and Legality of the Meeting

The Chairman confirmed the list of votes. It was recorded that the notice of the meeting was sent to all shareholders by letter on [Date].

It was recorded that financial accounts have been available for review in the premises of the Company as required by the Companies Act and copies of these documents have been provided to the shareholders upon request.

It was resolved to approve the agenda for the meeting.

It was recorded that the meeting was duly convened and constituted a quorum.

3. Annual Accounts and Auditors Report

The Annual Accounts and Auditors Report for the accounting period [Date] — [Date] were presented.

4. Adoption of the Annual Accounts and Distribution of Profit

It was resolved to adopt the Annual Accounts for the accounting period that ended on [Date].

Depending on how you did financially, you may or may not chose to distribute the dividends. Make sure to explicitly mention it.

It was resolved to pay no dividend. OR It was resolved to pay dividend of € [Amount] per share, total of € [Amount] on [Date]

5. Discharge of liability

It was resolved to discharge the members of the Board of Directors and the Managing Director for the accounting period that ended on [Date].

6. Appointment of new Board of Directors

It was resolved to appoint [Name] as chairman of the board and [Name], [Name] as ordinary members. It was resolved that the members of the Board receive no remuneration.

7. Auditor

It was noted that [Name of the auditor] as the responsible auditor, has acted as the auditor of the Company during for the accounting period. It was decided that the present auditor shall continue as the auditor of the Company.

8. Closing of the Meeting

It was noted that all decisions were unanimous (otherwise attache list of votes).

[Signatures of all participants]

That is it, you are done. Scan the signed document, store it in your cloud drive, upload to your website or send to all shareholders by email (the last 2 have to be done within 2 weeks after the meeting).

Remember that content of AGM for every company is a public information, thus, you need to submit it to PRH (and translate Finnish/Swedish) together with any other company updates you have to report (for example if you changed the board or auditor).

For more information about AGM requirements and obligation, check Finland’s Limited Liability Companies Act.

You can read more practical tips on startups on Nordic Founders blog, follow on Twitter, on Facebook, or join 400+ members Helsinki Meetup community. If you feel others need to read this article, please click the ❤ button.

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