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    The content concerns Finnish legislation.
     

    Effects of an Incorrect Notice

    A notice may be incorrect for many reasons. The meeting may have been called by the wrong organ. The manner of calling the meeting, the time of giving the notice or its contents may be incorrect. In these situations, the shareholders present should hold the general meeting unlawfully convened and close the meeting. If, however, all the shareholders of the company or the shareholders that were influenced by the defect notice are present, they may unanimously hold that the meeting is lawful despite the error in the way it was called. In this case they may pass resolutions in the normal way. The company is usually responsible for proving that the notice of the meeting was lawful if it is claimed that this was not the case.

    If the procedural provisions in the Limited Liability Companies Act or the stipulations in the articles of association have not been complied with in the summons in the consideration of a matter and the error may have had an effect on the contents of the resolution or on the rights of a shareholder, a shareholder may object to the validity of the resolution of the general meeting by bringing an claim against the company. The claim of objection shall be brought within three months from the passing of the resolution. If no claim has been brought in time, the resolution shall be deemed valid.

    If no notice has been delivered to the general meeting or the provisions of law or the articles of association regarding the notice have been materially breached, the resolutions passed at the general meeting are considered void (A null and void decision of the general meeting) [Invalid or Void Decision of the General Meeting]. For a resolution to be void, the procedural error must have affected the contents of the resolution or the rights of a shareholder.

    Laws (FINLEX)

    • Limited Liability Companies Act⁠

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