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The content concerns Finnish legislation.
 

Minutes of the General Meeting

The chairperson of the meeting shall make sure that minutes of the general meeting are kept.

The minutes may be informal, but at least the following information must become apparent:

  • list of votes as an appendix or as text

  • name of the company

  • description of the general meeting (annual/extraordinary/continuation)

  • consecutive numbering

  • place and date of the meeting

  • chairperson of the meeting

  • possible executives

  • statement of the legality of the meeting

  • other persons present at the meeting who are not apparent from the list of votes

  • resolutions made at the meeting as well as results of possible voting.

It is also possible to inform of:

  • proposals which did not lead to resolutions

  • dissent of a shareholder, if the shareholder wishes it to be recorded

The chairperson and at least one person elected as examiner of the minutes shall sign the minutes. The minutes shall be kept available to the shareholders at the head office of the company or on the company’s website no later than two weeks after the meeting.

The shareholders have the right, upon request, to receive a copy of the minutes free-of-charge. It is, however, possible to request compensation for costs accrued to the company from copies of possible extensive attachments to the minutes. Failing to keep the minutes of the general meeting available may constitute a limited liability company violation and may lead to a fine.

Other than the shareholders, no one else has the right to receive the minutes, but the company management may naturally deliver the minutes to others if it is in accordance with the company’s interests. Delivery of the minutes to others is necessary e.g. if it is a condition for a registration entry.

The minutes shall be stored in a reliable manner. No legal time limit has been determined for the storing but the obligation to store the minutes may be considered to cover at least a time corresponding to that of the company’s operations and thereafter at least a time corresponding to the period stipulated to store accounting documents (ten years from the end of the financial period).

The minutes are first of all a document of evidence. It does not define the contents or the validity of the decision but its primary meaning is to act as an evidence of the course of events in the meeting.