Organisation and roles in private limited companies
All private limited companies have one or more shareholders. Shareholder is the term used for those who are owners. In a private limited company, the shareholders do not need to have any role in the normal operation of the general meeting other than to participate and vote at the general meeting. The general meeting shall always consider matters such as approval of annual accounts, payment of dividends, decisions related to mergers, demergers, share capital increases or share capital reductions.
Decisions on mergers, demergers and changes in the share capital are all changes that must be reported to the Brønnøysund Register Centre on the form Coordinated register notification and minutes from the general meeting showing the changes must be attached. The approved annual accounts are submitted to the Register of Company Accounts and the payment of dividends is reported in the Shareholder register statement.
It is the general meeting that elects the board. The board must consist of at least one person (the chairman of the board), in addition to the chairman of the board, the board may consist of ordinary board members and deputy members. Everyone who is elected as a board member or deputy member must be registered with the Brønnøysund Register Centre on a coordinated register notification, and the minutes of the general meeting must be attached. All board members, or deputy members, must confirm that they are taking on the role by signing the coordinated register notification when the notification is sent.
The board of directors has the ultimate responsibility for the operations of the limited liability company. Externally, it is the board of directors that can commit the company to third parties. This means that the entire board must sign agreements that the company enters into. If the board wants to change this, they can give named people or specific roles access to sign on behalf of the company. For example, the chairman of the board alone can be given the right to sign for the company, possibly jointly with someone else. This is called signature right and must be reported to the Brønnøysund Register Centre on the Coordinated register notification. The minutes from the board meeting must be attached and here it must be clearly stated who has been assigned a signature. The person who is granted a signature must sign the coordinated register notification and in this way confirm that he or she is taking on the assignment. The same applies if the board wishes to award power of procuration.
The board can choose to appoint a general manager. If the board chooses to appoint a general manager, then it is the general manager who is responsible for the daily operation of the company. The general manager must confirm the role by signing a coordinated register notification when the enterprise registers a new general manager. Minutes from the board meeting showing the appointment must be attached, unless the entire board has signed the form.