Notice of annual general meeting – rules and deadlines for limited companies
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Fact-checked: October 1, 2026 · Swedish company law
Notice of an annual general meeting must be issued at the right time and in the correct manner. The main rule is that the board of directors calls the general meeting and that the notice of the annual general meeting is issued no earlier than six weeks and no later than four weeks before the meeting.
When should notice of an annual general meeting be issued?
| Meeting | Main rule |
|---|---|
| Annual general meeting | No earlier than 6 weeks, no later than 4 weeks before |
| Annual meeting in a private limited company if permitted by the articles of association | Can be later, but no later than 2 weeks before |
| Extraordinary meeting regarding amendment of the articles of association | No earlier than 6 weeks, no later than 4 weeks before; private limited companies can have 2 weeks in their articles of association |
| Other extraordinary general meetings | No earlier than 6 weeks, no later than 2 weeks before, with special rules for certain public companies |
The annual general meeting itself must be held within six months of the end of the financial year. Read the complete guide to annual general meetings.
How should notice be given?
The board is responsible for calling the meeting. The method of notification must comply with the Companies Act and the articles of association. A private company's articles of association may, for example, specify notice by letter or email in a certain way, while public companies are subject to special requirements.
Do not assume that a standard email is always sufficient just because all shareholders usually communicate via email. Check the registered articles of association.
What should the notice contain?
The notice must provide shareholders with sufficient information about the meeting and the matters to be addressed. It should, among other things, contain:
- time and place or the meeting format that applies,
- proposed agenda,
- information on any requirement for advance notification if the articles of association contain such a requirement,
- the information about proposals and specific decisions that the Companies Act requires for each matter.
For specific decisions – such as amendment of the articles of association, issuance of shares, reduction of share capital, or liquidation – there are additional information requirements. A general "standard notice" must therefore always be adapted to the matters at hand.
Advance notification for the meeting
The articles of association may stipulate that a shareholder may only participate if they register by the day specified in the notice. According to Chapter 7, Section 2 of the Companies Act, this day may not fall earlier than the fifth business day before the meeting and may not be certain public holidays or holiday eves listed in the law.
The difference from an extraordinary general meeting
The notice period for an extraordinary meeting depends on what is to be addressed. If the articles of association are to be amended, the main rule is six to four weeks. For other extraordinary general meetings, the main rule is six to two weeks. This is a reason not to reuse the annual general meeting notice without checking.
What happens if the notice is incorrect?
Errors in the notice can affect the meeting's ability to address or make decisions on a matter. The Companies Act contains rules on when decisions can be made despite errors in the notice, for example with the consent of the shareholders concerned. The assessment can be legally sensitive.
If a meeting that is to be held according to law, the articles of association, or a previous meeting resolution is not convened in the correct manner, the Swedish Companies Registration Office (Bolagsverket) may, upon application, convene the general meeting according to Chapter 7, Section 17 of the Companies Act.
Checklist before sending
- Check the date of the end of the financial year.
- Set the meeting date within six months.
- Read the notice rules in the articles of association.
- Calculate the correct notice period.
- Compile all matters to be decided.
- Check special information requirements for these matters.
- Check the share register and contact information.
- Send/publish the notice in the prescribed manner.
- Save proof of when and how the notice was issued.
Before the meeting, the annual report and other documents should also be made available in due time. See the annual report guide.
For smaller limited companies that are allowed to use K2, there is an Annual Report Template (K2) – Limited Company for 49 SEK.
