Company Management: Shareholders’ Meeting and the Role of the Director

Convening a Shareholders’ Meeting

Notice of a shareholders’ meeting must be published in a local newspaper and sent to each shareholder by registered mail to their registered address at least 7 days before the meeting date. If special matters are to be considered at the meeting, the notice period is extended to 14 days.

Shareholders’ Voting Rights

Each shareholder or their proxy has equal voting rights, regardless of the number of shares owned or represented. If the company’s charter provides voting rights only to shareholders holding a certain number of shares, shareholders may combine their shares to reach the required threshold and obtain voting rights.

Powers of the Shareholders’ Meeting

The main powers of the meeting include:

Appointment of the director
Appointment of the auditor
Approval of the balance sheet
Declaration of dividends

Special Resolutions

Significant decisions—such as amendments to the charter, increase of share capital, company liquidation, or merger with another company—may only be adopted by a special resolution of the shareholders’ meeting, requiring at least three-quarters of the votes of the shareholders.

Company Director

The company director is appointed and dismissed by a resolution of the shareholders’ meeting.

The director is responsible for:

Ensuring payment of share capital by shareholders
Maintaining and safeguarding accounting records, statutory documents, and other important company documents
Timely payment of dividends and interest to shareholders
Implementing resolutions of the shareholders’ meetings