Limited liability companies and economic associations with a calender year are currently facing their annual general meeting. As the Parliament voted for the reintroduction of lagen om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor on February 23, 2022, the flexibility increases. The temporary “Stämmolagen” applies from the first of March to the last of December 2022. The Swedish Corporate Governance Board has also reintroduced its specific implementing rules due to COVID-19.

“Lagen om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor” came into effect on April 15, 2020. The temporary law was time-limited and ceased to apply on December 31, 2021. On the government’s proposal, the parlimant has now decided on February 23, 2022, to reintroduce the temporary “Stämmolagen”.

The temporary “Stämmolagen” increases flexibility and participation

Many limited liability companies and economic assoications have their annual general meeting soon, as ordinary general meetings of companies and associations must be held no later than six months after the end of each financial year. The temporary “Stämmolagen” increases flexibility for limited liability companies and economic associations as they once again have an enhanced opportunity to use proxies and postal voting at meetings. Company and association meetings can once again be entirely held without physical attendance. The reintroduction of the temporary “Stämmolagen” entails the following for limited liability companies:

• The board of directors in a limited liability company may decide to collect proxies ahead of the general meeting, even if not stated in the articles of association and without it being specified in the notice of the meeting. Proxy forms may be provided by being published on the company’s website.
• The board may decide that shareholders can exercise their voting rights by mail before the meeting, even if not stated in the articles of association and without being specified in the notice of the meeting.
• The board may decide that the meeting should not be held at a specific location, and instead, the meeting shall be conducted through electronic connection with the shareholders.

The reintroduced temporary “Stämmolagen” is in effect from March 1, 2022, to December 31, 2022. The increased possibilities provided by the law can therefore be utilized in all meetings held from the effective date. This also means that it is possible to convene a meeting in accordance with the temporary “Stämmolagen” if the earliest possible meeting date is on or after March 1, 2022.

The proposition for the reintroduction indicates that the law, during its previous application period, led to increased participation at association meetings. The proposition further indicates that the Ministry of Justice is working on analyzing the issue of introducing permanent rules regarding, among other things, digital meetings.

The specific regulations of the Collegiate are reintroduced

The Swedish Corporate Governance Board also announced on February 25, 2022, that the specific implementing rules due to COVID-19 have been reintroduced and will be in effect throughout 2022. This means that

• Publicly listed companies are not required to provide information on their website regarding the time and place of the meeting, as well as the deadline for shareholders to submit proposals for the meeting
• Board members and the CEO are not required to attend the meeting
• The company’s nomination committee is not required to submit a proposal for the chairman at the annual general meeting.

The provisions of the Collegiate’s regulations do not affect the board’s and CEO’s obligation to be prepared to provide information to shareholders and make necessary decisions at the general meeting.