April 24 2006
The Commerce Code requires that all corporations and partnerships hold at least one ordinary general meeting by May 31 of every year. The purpose of this meeting is to inform the shareholders or partners of the financial status of the corporation or company over the preceding tax year,(1) so that they can decide on corrective measures (if necessary) and make the necessary provisions for the following year. The agenda of the general meeting must include:
The appointment of a fiscal auditor and the resolution on the profits or losses are particulary important. The appointment of a fiscal auditor is mandatory and must be notified to the Ministry of the Treasury by May 31 at the latest; failure to fulfil this obligation carries a financial penalty equal to 0.5% of the company's equity, but no less than $633. The profit and loss resolution is significant because no dividends may be paid until the meeting approves the respective profits.
The quorum for the meeting (at first call) is over 50% of the voting shares; resolutions must be approved by a majority of those attending.
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