Inviting to a shareholders' meeting is very straightforward. Most importantly are that all relevant and legally necessary information are covered in the invitation. Best practice is to decide within the board of directors on the following parameters:
Meeting type:
This one is simple. Your meeting is either your annual general meeting (AGM) or an extraordinary one.Meeting form:
This one is also straightforward. You can conduct a physical or virtual meeting. If you need both, that is possible as well, then you choose hybrid.
Meeting place:
Depending on the form your meeting is at a physical address, in a Teams/Zoom/Meet video call or both a the same time (hybrid).
Meeting date:
Depending on your jurisdiction this has to be a specific number of days in the future from the day of invitation. For example, in Switzerland, you have to invite 21 days before the actual shareholders meeting. Just go three rows above in your calendar. As simple as that.
Agenda items:
If you conduct an annual general meeting (AGM) then you have to cover a few standard items.
Annual Report (Annual Report and Financial Statements) including the Auditor’s Report
The Board of Directors proposes that the Annual Report and Financial Statements be approved. The balance sheet, income statement, and auditor’s report are available for inspection at the company’s offices.
This item requires only 50 percent + 1 share approval of the present shareholders.Resolution on the appropriation of net income
The Board of Directors proposes that the net income be carried forward.
This item requires only 50 percent + 1 share approval of the present shareholders.
Discharge of the Board of Directors
The Board of Directors proposes that all members of the Board of Directors be granted discharge.
This item requires only 50 percent + 1 share approval of the present shareholders.
You may have to re-elect your board members. Note, usually you are obliged to provide one agenda item per board member! Board member elections only 50 percent + 1 share approval of the present shareholders.
Additionally, if you need an auditor usually the auditor is elected by the shareholders as well. Note auditor approval usually requires 50 percent + 1 approval of the nominal capital, i.e., you do not count votes, but capital.
Finally, you can add items to amend or update the articles of association. These agenda items usually required 2/3 approval if your shareholders' agreement does not state any other requirements. Also, you can update your shareholders' agreement itself. However, this requires 100 percent of all shareholders approval, not only the present ones. This implies you have a universal meeting.
Shareholder contact:
It is consider good practice to include a shareholder contact as usually questions arise regarding the formalities or operations.
Proxies
It is strongly advised to nominate a voting proxies. This enables shareholders to vote their shares before the meeting in case they cannot attend in person.
Private companies are allowed to name a person working at the company or has a business relationship with the company. This is why this person is sometimes called a dependent proxy, but formally correct is company representative. This is usually the corporate secretary or the CFO.
Listed companies have to appoint an independent proxy. Independent means that this person has no further business relationship with the company besides this mandate.
Importantly, the proxy has to be present during the meeting to represent the votes from the shareholders he/she is representing.
Luckily, the Aequitec software has a ready-made process for you. You only need to enter the parameters.