yhtiökokous

Yhtiökokous is the highest decision-making body in a Finnish limited liability company (osakeyhtiö, Oy). It brings together the shareholders to make major corporate decisions and oversees the company’s governance within the framework of Finnish corporate law, the Articles of Association, and applicable regulations.

The primary responsibilities of the yhtiökokous include approving the annual financial statements and the distribution of profits or losses, granting discharge from liability to members of the board and the CEO, and electing directors and, where required, the company’s auditors. It also approves remuneration for board members and executives and decides on any changes to the company’s share capital or other fundamental corporate actions. In addition, the general meeting may amend the Articles of Association, authorize share issues, or decide on dissolution or merger procedures as permitted by law.

There are ordinary (annual) and extraordinary general meetings. The ordinary yhtiökokous is typically held once a year and must address the annual report, financial statements, and related questions within a statutory time frame. Extraordinary meetings can be convened to decide on urgent or specific matters not suitable for the ordinary schedule. Notice of the meeting, the agenda, and relevant documents (such as the annual report) must be provided to shareholders in advance.

Participation is generally by shareholders in person or by proxy, and increasingly by remote or electronic participation. Decisions are usually made by a majority of votes represented and cast, with certain matters requiring higher thresholds as defined by law or the Articles of Association. Minutes are recorded and kept as part of the company’s official records and, where required, filed with the authorities.