A&C - BUSINESS ADVISORY & LEGAL SERVICES

A General Meeting of Shareholders (GMS) is one of the corporate organs with authority that is not granted to the Board of Directors or the Board of Commissioners, within the limits set forth by applicable laws and/or the Articles of Association. Within the GMS forum, shareholders are entitled to obtain information related to the company from the Board of Directors and/or the Board of Commissioners, provided that such information pertains to the meeting agenda and does not conflict with the company’s interests.

The GMS is convened with the purpose of providing shareholders with the opportunity to gain insight into and evaluate the company’s operations and management at the appropriate time, without interfering in the company’s day-to-day business activities.

In terms of authority, the GMS may approve:

• Amendments to the Company’s Articles of Association;
• Mergers, consolidations, acquisitions, spin-offs, submission of bankruptcy filings, extension of the company’s duration, and dissolution of the company.

Types of GMS:

• Annual General Meeting of Shareholders (AGMS): 
  This type of GMS must be held no later than six (6) months after the end of the financial year. 

• Extraordinary General Meeting of Shareholders (EGMS): 
  This type of GMS may be held at any time as necessary for the interests of the company.

   

A GMS may be convened at the request of one or more shareholders and/or the Board of Commissioners. Such requests must be submitted by the shareholder(s) to the Board of Directors via registered mail along with the reasons for the request, with a copy sent to the Board of Commissioners. Upon receipt of the request, the Board of Directors is obliged to call for a GMS no later than fifteen (15) days thereafter.

GMS Quorum:

The quorum for a GMS refers to the minimum number of shareholders with valid voting rights who must be present at the meeting. The quorum is calculated based on the number of shares held or represented by proxy, in accordance with the Articles of Association and/or applicable laws and regulations.

*Disclaimer: This article is for general information only and does not constitute legal advice. We accept no liability for any consequences arising from its use. Unauthorized use or reproduction is prohibited and may result in legal action.

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Source:
Law No. 40 of 2007 concerning Limited Liability Companies