üldkoosoleku

Üldkoosolek is the general meeting or general assembly of an organization, commonly the highest decision-making body in a company, association, or nonprofit. In corporate and organizational governance, it gathers the members or shareholders to decide on fundamental issues, such as approving annual financial statements, electing or removing governing bodies, and determining profit distribution. The term encompasses both the yearly gathering, known in Estonian as aastakoosolek, and any erakorraline üldkoosolek, which is convened to address urgent matters outside the normal schedule.

Typical purposes of an üldkoosolek include approving the financial statements, electing or releasing directors or board members, appointing or confirming auditors, and deciding on changes to the articles of association or other constitutional documents. Other agenda items may involve capital changes, mergers or dissolution, and amendments to governance rules. The exact scope and authority of the meeting depend on the organization's statutes and applicable law.

Procedural aspects generally involve a formally convened meeting with advance notice to members or shareholders, a defined agenda, and rules on quorum and voting. Decisions are usually adopted by majority votes, with some matters requiring special majorities or consent thresholds, such as fundamental changes to the organization or dissolution. Minutes are recorded to document resolutions and actions, and outcomes may need to be filed with relevant authorities.

The specifics of how an üldkoosolek operates can vary between entity types in Estonia, particularly between osaühingud (OÜ) and aktsiaseltsid (AS), reflecting differences in share structure, notice requirements, and voting rights.