MyFondia VirtualLawyer
January 25, 2021

Get ready for annual corporate governance matters

When companies’ structure goes beyond the borders of one country, management must consider different corporate governance requirements throughout the year. A summary of major obligations in all Fondia countries will help you plan more easily.

Major rules are similar, but deadlines differ

Here are the general rules for the most popular legal entity forms in Fondia countries. However, articles of association of the companies must always be checked since they may set different deadlines:

Finland. Private limited liability companies (Oy) must follow the following deadlines:

  • Financial statements (FS) and annual report (AR) prepared as well as tax returns filed – no later than 4 months after the end of the financial period.
  • FS and AR submitted to the auditor, if the company is subject to audit – no later than 1 month before the Annual General Meeting (AGM).
  • Notice to AGM delivered – no earlier than 2 months and no later than 1 week before AGM; however, may be waived if all shareholders consent by a written unanimous shareholders’ resolution.
  • AGM held – no later than 6 months after the end of the financial year.
  • FS and AR filed with the Registry – within 2 months after approval.

Sweden. Private limited liability companies (AB) must follow the following deadlines:

  • Financial statements (FS) and annual report (AR) submitted to the auditor, if the company is subject to audit – no later than 1 month before the Annual General Meeting (AGM).
  • Notice to AGM delivered – no earlier than 6 weeks and no later than 4 or 2 (if set out in the articles of association) weeks before AGM; however, may be waived if all shareholders consent.
  • AGM held – no later than 6 months after the end of the financial year.
  • FS filed with the Registry – within 1 month after approval but no later than 7 months after financial year end.

Lithuania. Private limited liability companies (UAB) must follow the following deadlines:

  • Notice to Annual General Meeting (AGM) delivered – no later than 21 days before AGM; however, may be waived if all shareholders consent.
  • AGM held – no later than 4 months after the end of the financial year.
  • FS filed with the Registry – within 30 days after approval but no later than 5 months after financial year end.

Estonia. Private limited liability companies (OÜ) must follow the following deadlines:

  • Notice to Annual General Meeting (AGM) delivered – no later than 1 week before AGM; however, may be waived if all shareholders consent.
  • AGM held – no specific deadline.
  • FS filed with the Registry – no later than 6 months after financial year end.
  • In case OÜ has a supervisory board, meetings of the supervisory board shall be held at least once every 3 months. Also, the management board must present an overview of the economic activities and economic situation of the OÜ to the supervisory board at least once every 4 months.

For example, if financial year ends on the 31st of December 2020, the deadlines would be the following:

Agenda of the Annual General Meeting

One of the functions of the AGM is to approve the financial statements and annual report or management report of the previous fiscal year. Then the AGM decides on the financial result: to distribute or carry forward the profit or how to deal with the loss. The law sets certain rules for allocation of the result, for example, certain reserves are mandatory to be formed. Further, the AGM decides on other matters that according to the Articles of Association are to be decided by the AGM. The company might need to appoint the auditor. Also, it is a good opportunity to elect members of managing bodies of the company. In Finland and Sweden the discharge of the members of the board of directors and the managing director from liability is on the agenda as well.