Annual general meeting in a limited company – rules, agenda and deadlines 2026

Fact-checked: October 1, 2026 · Swedish corporate law

Every limited company must hold an ordinary general meeting – an annual general meeting (AGM) – within six months after the end of the financial year. At the AGM, the annual report is presented and the shareholders make decisions on, among other things, the income statement and balance sheet, the allocation of profit or loss, and discharge from liability.

When must the AGM be held?

According to Chapter 7, Section 10 of the Swedish Companies Act, the AGM must be held within six months from the end of the financial year. For a company with a calendar year, this means no later than June 30 of the following year.

This should be distinguished from the filing deadline for the Swedish Companies Registration Office (Bolagsverket): the annual report must normally be submitted no later than one month after the meeting and no later than seven months after the end of the financial year.

When should the notice of meeting be sent?

The main rule for an ordinary general meeting is that notice must be issued no earlier than six weeks and no later than four weeks before the meeting. In the articles of association for a private limited company, it may be stipulated that notice may be given later, but no later than two weeks before the meeting.

The method of notice must comply with the Swedish Companies Act and the articles of association. See our separate guide on notice of an annual general meeting.

What must the AGM decide on?

The Swedish Companies Act states that the AGM must decide on:

• adoption of the income statement and balance sheet,
• allocation of the company's profit or loss in accordance with the adopted balance sheet,
• discharge from liability for the board members and the managing director,
• other business that is to be addressed in accordance with the law or the articles of association.

In addition, items such as the election of the board, election of auditors, and remuneration may be on the agenda when applicable.

Who has the right to participate?

The main rule in Chapter 7, Section 2 of the Swedish Companies Act is that a shareholder entered in the share register on the date of the general meeting is entitled to participate. Special rules apply to CSD companies.

The articles of association may also contain requirements for shareholders to notify the company of their intention to participate no later than a specific day stated in the notice. According to the law, that day may not be earlier than the fifth working day before the meeting.

Can the shareholder use a proxy?

Yes. As a main rule, shareholders may exercise their rights through a proxy with a written, signed, and dated power of attorney, pursuant to Chapter 7, Section 3 of the Swedish Companies Act.

Which documents must be available before the meeting?

The annual report and, when the company has an auditor, the auditor's report must be completed and available within the applicable time frames. The Swedish Companies Registration Office states in its practical timeline that the annual report should be ready no later than two weeks before the AGM if the company lacks an auditor, and no later than six weeks before if the company has an auditor.

The board should also prepare the agenda, the proposal for the allocation of profit or loss, and other decision-making documentation required for the items to be addressed.

Minutes from the AGM

The meeting's decisions must be documented in minutes in accordance with the Swedish Companies Act. The minutes must, among other things, record decisions and, where relevant, voting results. Ensure that the minutes and appendices are consistent with what was actually decided.

What happens after the AGM?

1. The income statement and balance sheet are adopted.
2. The decision on the allocation of profit or loss is documented.
3. A certificate of adoption is prepared on the copy submitted to the Swedish Companies Registration Office.
4. The annual report is submitted on time.
5. Changes, such as a new board or auditor, are notified to the Swedish Companies Registration Office when registration is required.

See also the 2026 annual report guide and allocation of profit in limited companies.

Common mistakes

• Holding the AGM after the six-month deadline.
• Assuming a four-week notice period without checking the articles of association – or conversely, using two weeks without support in the articles of association.
• Using the wrong participation rule and forgetting the share register.
• Lacking a proper proposal for the allocation of profit or loss.
• Submitting the annual report later than one month after the meeting or after the seven-month deadline.
• Forgetting changes that require registration after the meeting.

Sources

• Swedish Companies Act (2005:551), Chapter 7.
• Swedish Companies Registration Office – preparing an annual report and time limits