When should I start preparing for the annual shareholders meeting? What preparatory stages must be completed before it is carried out? What legislative changes need to be taken into account this year? The answers to these questions are in the material “EZh”.

In connection with the approaching AGM 2017 season, many joint stock companies traditionally have questions related to the preparation, convening and holding of the annual general meeting of shareholders. In addition, 2016 was rich in changes to legislation that affected the procedure for convening and holding general meetings of shareholders:

firstly, on July 1, 2016, a number of provisions of Federal Law dated June 29, 2015 No. 210-FZ related to the reform of corporate actions came into force. This law significantly changed; in particular, the procedure for preparing a list of persons entitled to participate in the meeting introduced additional features on informing shareholders about the holding of the General Meeting, new ways of participation of shareholders in the General Meeting have been added, etc.;

secondly, on January 1, 2017, Federal Law No. 343-FZ dated July 3, 2016 came into force, which introduced changes to the regulation of issues related to major transactions and interested party transactions, in connection with which issuers the obligation arose to prepare additional materials for the shareholders meeting.

So, let’s consider step by step the procedure for convening the annual general meeting of shareholders in 2017.

Step 1. Shareholders submitting agenda items for the AGM and nominating candidates to management bodies and other bodies of the company

Everything here is traditional: these proposals must come from shareholders - owners of at least 2% of voting shares no later than 30 days after the end of the reporting year (Part 1, Article 53 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies” , hereinafter referred to as the Law on JSC). The company's charter may provide for a later date.

At the same time, shareholders who are clients of nominee holders now have additional “procedural” options.

Firstly, these shareholders can send proposals and a list of candidates in the traditional ways provided for by the Regulations on additional requirements for the procedure for preparing, convening and holding a general meeting of shareholders (approved by order of the Federal Financial Markets Service of Russia dated 02.02.2012 No. 12-6/pz-n), that is:

by sending by post or via courier service at the address of the company;

delivery against signature to a competent person of the company;

referrals in another way, if provided for by the charter or other internal document of the company.

Such a proposal must be accompanied by a statement of the securities account of the shareholder - client of the nominee holder (clause 2.7).

Secondly, these shareholders can send proposals to the agenda of the meeting by giving instructions (instructions) to the nominee holder, whose clients they are.

Obviously, the second method is more economical. The nominee holder who has received the instructions sends the shareholder's proposal through the chain of nominee holders to the company's registrar in the form of an electronic message. Finally, the registrar delivers the message to the issuer.

A proposal for the agenda of the AGM sent in this way is considered received by the company on the day it is received by the registrar of the company. The Law (Clause 6, Article 8.7-1 of the Federal Law of April 22, 1996 No. 39-FZ “On the Securities Market”, hereinafter referred to as Law No. 39-FZ) obliges the nominee holder to provide the registrar with the specified proposals no later than the date established by federal laws, before which they must be received, that is, no later than 30 days after the end of the reporting year, unless the charter of the company provides for a later date.

Step 2. Consideration by the board of directors of the company (or sole executive body in the absence of a board of directors) of proposals received for the agenda of the AGM

The board of directors of the company must consider the proposals received within five days after the expiration of the period specified in the law (or in the charter), make a decision on them and, within three days from the date of the decision, send it to shareholders (Parts 5, 6 of Article 53 of the Law about JSC).

The decision of the board of directors to include issues and a list of candidates on the agenda or to refuse inclusion to shareholders who are clients of the nominee holder is also sent by the company using the “cascade” method, that is, through the registrar to the nominee holder, whose client is the shareholder.

It is necessary to note that one of the most common grounds for deciding to refuse to include issues on the AGM agenda is the failure of shareholders to comply with the deadlines provided for making these proposals. In particular, in judicial practice one can come across the opinion that if the last day of the period established for nominating candidates/introducing issues to the agenda is a non-working day, then the rules of Art. 193 of the Civil Code of the Russian Federation on transferring it to a working day do not apply (see, for example, the resolution of the Federal Antimonopoly Service of the Volga-Vyatka District dated October 10, 2007 in case No. A82-1491/2007-4).

In addition to the issues proposed for inclusion on the agenda of the general meeting of shareholders by the shareholders themselves, as well as in the absence of such proposals, the absence or insufficient number of candidates proposed by shareholders for the formation of the relevant body, the board of directors of the company has the right to include issues on the agenda of the general meeting of shareholders and propose list of candidates at its discretion (Part 7, Article 53 of the Law on JSC).

Step 3. Consideration by the board of directors of issues related to the preparation of the AGM

In connection with the entry into force of the provisions Federal Law dated June 29, 2015 No. 210-FZ, the list of issues that the board of directors considers when convening the AGM has changed.

Some of these questions remained unchanged:

form of holding the AGM (meeting);

date, place, time of the AGM;

start time of registration of persons participating in the AGM;

mailing address, through which completed ballots can be sent (if voting is carried out by ballots);

AGM agenda;

the procedure for notifying shareholders about the AGM;

list of information (materials) provided to shareholders in preparation for the AGM, and the procedure for its provision;

New issues for consideration by the board of directors in preparation for the AGM in 2017 will be the following:

the email address to which completed ballots can be sent, and (or) the address of the website on the Internet on which the electronic form of ballots can be filled out, if such a possibility is provided for by the company’s charter;

date of determination (recording) of persons entitled to participate in the AGM;

wording of decisions on issues on the agenda of the AGM, which should be sent to electronic form(in the shape of electronic documents) nominal holders of shares registered in the register of shareholders of the company;

type(s) of preferred shares, the owners of which have the right to vote on issues on the agenda of the AGM;

if the agenda of the AGM includes the issue of obtaining consent to commit or subsequent approval major deal, the board of directors also approves the conclusion of a major transaction;

if the JSC is public, the board of directors must also approve a report on interested party transactions concluded by the company in the reporting year.

In parallel with the “technical” issues of preparing the AGM, the board of directors also considers such issues as:

the issue of preliminary approval of the company’s annual report (approved at least 30 days before the AGM);

the question of recommendations for the distribution of profits and losses of the company based on the results of the financial year, and if the board of directors recommends the payment of dividends - also recommendations on the amount of dividends on the company's shares, the procedure for its payment and a proposal on the date on which persons entitled to receive dividends will be determined .

Consideration of these issues is also possible at a separate meeting of the board of directors.

We will separately dwell on the issue of determining the date of recording of persons entitled to participate in the AGM.

Firstly, the approach to determining the specified date has changed. This date cannot be set earlier than ten days from the date of the decision to hold the AGM and more than 25 days before the date of its holding, and if the agenda of the AGM includes the issue of reorganization of the company - more than 35 days before the date of its holding (Part 1 of Article 51 of the Law on JSC).

Secondly, the procedure for compiling the list of persons entitled to participate in the AGM has changed (Article 8.7-1 of Law No. 39-FZ).

The specified list is compiled by the registrar in accordance with the data of its registration of rights to securities and data received from the nominal holders to whom the personal accounts nominee holder in the register of shareholders. In this case, the list may include not only information identifying the shareholder - the nominee holder's client, but also information about how this shareholder votes on the issues on the agenda of the AGM.

The specified information is provided to the registrar by nominee holders no later than the date by which ballots must be received.

Step 4. The company concludes an agreement with the registrar for the services of the counting commission and sends a request to compile a list of persons entitled to participate in the meeting on the specified date

In public joint-stock companies in accordance with clause 3 of Art. 67.1 of the Civil Code of the Russian Federation, certification of decisions of general meetings of shareholders can be carried out only by the registrar, and in non-public ones - both by the registrar performing the functions of the counting commission and by a notary.

Step 5. Sending a message about the AGM and related information

Notification of the AGM to persons entitled to participate in the meeting, according to general rule delivered within the following time frames:

no later than 20 days before the date of the AGM;

if the agenda of the AGM contains the issue of reorganization - no later than 30 days before the date of the AGM.

In accordance with sub. 5 paragraph 3 art. 66.3 of the Civil Code of the Russian Federation by the charter of a non-public joint stock company Other deadlines for notifying shareholders of the AGM may be established.

Within the specified time frame, the notice of the AGM is sent to the following shareholders:

registered in the register by sending registered letters or delivery against signature, unless other methods are provided for by the charter of the company;

not registered in the register - by the “cascade” method, that is, the company sends a message in electronic form to the registrar of the company, the registrar - to the nominal holder, and the nominal holder, in turn, to its client.

The company's charter may provide for one or more of the following methods of notifying shareholders registered in the register and entitled to participate in the general meeting of shareholders, namely:

1) sending an electronic message to the email address of the relevant person indicated in the register of shareholders of the company;

2) sending a text message containing the procedure for familiarizing yourself with the message about holding a general meeting of shareholders to the contact telephone number or email address indicated in the register of shareholders of the company;

3) publication in the company’s charter specified printed edition and posting on the company’s Internet site specified by the company’s charter or posting on the company’s Internet site specified by the company’s charter.

Note that the first and second methods are new ways of notifying persons entitled to participate in the general meeting of shareholders in preparation for the AGM in 2017.

In addition, new information was also added to the content of the message about the AGM, namely:

the email address to which completed ballots can be sent, and (or) the address of a website on the Internet on which the electronic form of ballots can be filled out (if such methods of sending and (or) filling out ballots are provided for by the company’s charter);

the date on which persons entitled to participate in the AGM are determined (recorded);

It should be noted that the completeness of the materials that the company is obliged to provide for the AGM has also changed.

To the standard list of materials, including the annual report, annual (financial) accounting statements and other materials, the legislator added:

conclusion of the board of directors of the company on a major transaction (if the agenda of the AGM contains the issue of consent to a major transaction);

prisoner report public society in the reporting year, transactions in which there is an interest.

Information must be available on premises executive body of the company and other places whose addresses are indicated in the notice of the general meeting of shareholders, and if this is provided for by the charter or internal document of the company regulating the procedure for preparing and holding the general meeting of shareholders, also on the company’s website on the Internet.

If there is a nominee holder in the register of shareholders, then the information is also sent through the company registrar to the nominee holder.

Step 6. Sending voting ballots to the AGM

Provisions of Art. 60 of the Law on JSC, which provide for cases of voting by ballots and preliminary sending of ballots for voting, have also changed significantly.

If previously the law required voting by ballot at the AGM of companies with the number of shareholders of more than 100, and the preliminary sending of ballots (except for cases provided for in the charters) - joint-stock companies with the number of shareholders - owners of voting shares of 1000 or more, now voting by ballots and preliminary sending of ballots at the AGM should be carried out in the following cases:

public companies (regardless of the number of shareholders);

non-public company with the number of shareholders - holders of voting shares - 50 or more;

a non-public company whose charter provides for the mandatory sending or delivery of ballots.

A significant innovation is also that the preliminary distribution of ballots is provided only for shareholders who are registered in the register. Ballots are sent to such shareholders no later than 20 days before the general meeting of shareholders in the following ways:

by registered mail;

in other ways provided for in the company's charter.

It should be noted that as another method of sending a ballot, the law also names sending an electronic message to the email address of the relevant person indicated in the register of shareholders of the company.

The law does not provide for the sending of ballots by the above methods to shareholders who are clients of the nominee holder. As noted above, the company must send to nominee holders the wording of decisions on agenda items in electronic form.

Corresponding to this obligation is the provision that voting by ballots is equivalent to the receipt by the company registrar from the nominal holder of messages about the expression of will of persons who are clients of the nominal holder. These expressions of will must be received at least two days before the AGM.

If shareholders who are clients of the nominee still want to vote traditional way, that is, with a ballot, the specified persons or their representatives will have to register for the AGM and receive a ballot or apply to the society in advance for a ballot.

It should be noted that this is not the only innovation that concerns the method of shareholder participation in the general meeting. Societies should be aware that, in addition to old ways participation of shareholders in the AGM (register in person and send ballots to the company two days before the AGM), the following will also be considered to have taken part in the AGM:

shareholders who registered on the Internet site specified in the notice of the AGM;

if such a possibility is provided for by the charter, shareholders whose electronic ballots are filled out on the Internet site specified in the notice of the AGM no later than two days before the date of the general meeting of shareholders;

if such a possibility is provided for by the charter, shareholders whose ballots were received in electronic form to the email address specified in the notice of the AGM.

Thus, we reviewed the activities that the society should take to convene the AGM in 2017, while noting the main changes in legislation.

As a summary, we can conclude that the procedure for preparing and holding the AGM has become more technologically advanced, primarily due to the introduction of new methods of notifying shareholders, sending ballots in advance, and the ability to participate in the general meeting of shareholders online. However, it should be noted that some innovative changes require changes to the charters, which deprives societies of the opportunity to use them in the current AGM season.

Article 52. Information on holding a general meeting of shareholders

• checked today
• law of 01/01/2020
• entered into force on 01/01/1996

There are no new articles that have not entered into force.

Compare with the edition of the article dated 01/01/2017 07/01/2016 07/01/2015 01/01/2014 09/01/2013 06/09/2009 02/19/2007 01/01/2002 01/01/1996

A notification about holding a general meeting of shareholders must be made no later than 21 days, and a notification about holding a general meeting of shareholders, the agenda of which contains the issue of reorganization of the company, no later than 30 days before the date of its holding.

In the cases provided for in paragraphs 2 and 8 of Article 53 of this Federal Law, a notice of a general meeting of shareholders must be made no later than 50 days before the date of its holding.

Within the time limits specified in paragraph 1 of this article, the notice of holding a general meeting of shareholders is brought to the attention of persons entitled to participate in the general meeting of shareholders and registered in the register of shareholders of the company by sending registered letters or delivery against signature, if other means of sending ( publication) of such a message are not provided for by the company's charter.

The company's charter may provide for one or more of the following ways of bringing a notice of a general meeting of shareholders to the attention of persons entitled to participate in the general meeting of shareholders and registered in the register of shareholders of the company:

• 1) sending an electronic message to the email address of the relevant person indicated in the register of shareholders of the company;
• 2) sending a text message containing the procedure for familiarizing yourself with the message about holding a general meeting of shareholders to the contact telephone number or email address indicated in the register of shareholders of the company;
• 3) publication in a printed publication specified by the company’s charter and posting on the company’s website on the Internet information and telecommunications network specified by the company’s charter, or posting on the company’s website on the Internet information and telecommunications network specified by the company’s charter.

The company must keep information about the sending of messages provided for in this article for five years from the date of the general meeting of shareholders.

The notice of holding a general meeting of shareholders must indicate:

Information (materials) to be provided to persons entitled to participate in the general meeting of shareholders in preparation for the general meeting of shareholders of the company includes the company’s annual report, annual accounting (financial) statements, an auditor’s report on it, a conclusion internal audit carried out in a public company in accordance with Article 87.1 of this Federal Law, information about the candidate (candidates) for the executive bodies of the company, the board of directors (supervisory board) of the company, the counting commission of the company, draft amendments and additions made to the charter of the company, or the draft charter society in new edition, draft internal documents of the company subject to approval by the general meeting of shareholders, draft decisions of the general meeting of shareholders, information provided for in Article 32.1 of this Federal Law on shareholder agreements concluded within a year before the date of the general meeting of shareholders, conclusions of the board of directors ( supervisory board) of the company on a major transaction, a report on transactions concluded by the public company in the reporting year in which there is an interest, as well as information (materials) provided for by the charter of the company. If, in accordance with the charter of the company, the presence of an audit commission is mandatory, the specified information (materials) also includes information about candidates for the audit commission of the company, and in the cases provided for in paragraph one of paragraph 3 of Article 88 of this Federal Law - the conclusion of the audit commission of the company based on the results checking the annual report, annual accounting (financial) statements of the company.

Scroll additional information(materials) required to be provided to persons entitled to participate in the general meeting of shareholders in preparation for the general meeting of shareholders may be established by the Bank of Russia.

The information (materials) provided for by this article, within 20 days, and in the case of a general meeting of shareholders, the agenda of which contains the issue of reorganization of the company, within 30 days before the general meeting of shareholders must be available to persons entitled to participate in general meeting of shareholders, for review in the premises of the executive body of the company and other places, the addresses of which are indicated in the notice of the general meeting of shareholders, and if this is provided for by the charter of the company or an internal document of the company regulating the procedure for preparing and holding the general meeting of shareholders, also on the company’s website in the information and telecommunications network "Internet". The specified information (materials) must be available to persons participating in the general meeting of shareholders during its holding.

The company is obliged, at the request of a person entitled to participate in the general meeting of shareholders, to provide him with copies of these documents. The fee charged by the company for providing these copies cannot exceed the costs of their production.

If the person registered in the register of shareholders of the company is a nominal holder of shares, the notice of the general meeting of shareholders and information (materials) to be provided to persons entitled to participate in the general meeting of shareholders in preparation for the general meeting of shareholders of the company are provided in in accordance with the rules of law Russian Federation O securities to provide information and materials to persons exercising rights under securities.

What changes have occurred in the rules for holding the annual general meeting of shareholders in 2016-2017?

What items must be included on the 2017 annual meeting agenda?

1. In 2017, the rules for preparing and holding the annual general meeting of shareholders are in effect, which came into force on July 1, 2016. From July 1, 2016, the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies” adjusted the rules for holding a general meeting of shareholders (hereinafter referred to as the JSC Law). These changes are relevant for 2017.

a) The General Meeting of Shareholders cannot be held without a preliminary decision on it. Such a decision is within the competence of the board of directors of the JSC (subclause 2, clause 1, article 65 of the Law on JSC). The Board of Directors makes a decision on the meeting of shareholders, manages the preparation and holding (subparagraph 4, paragraph 1, article 65 of the Law on JSC). If a JSC does not have a board of directors, all these functions are assumed by a person or body specifically specified in the charter (Clause 1, Article 64 of the Law on JSC).

b) The board of directors indicates all important points in the resolution of the meeting. What kind of general meeting of shareholders to hold: annual or extraordinary. When, where and what time to hold, when to start registering participants. In addition, the decision determines: when the list of participants should be ready; what is the meeting agenda; how to inform participants about the meeting; what is included in the list of information for participants; holders of what types of preferred shares can vote at the meeting. The agenda depends on the type of meeting and the range of current issues.

c) The annual meeting of shareholders in 2017 must be held on the same dates as before. The dates when a JSC holds meetings are fixed in its charter; they can be set within the range from March 1 to June 30 (Clause 1, Article 47 of the Law on JSC). For extraordinary meetings The rule applies: they are held within 40 days from the moment the meeting was requested. If they choose collegial body management, no more than 75 days should pass from the receipt of the request for a meeting to the meeting itself (clause 2 of Article 55 of the Law on JSC).

d) The decision on the annual meeting was adopted, the date was determined. After this, a list of participants is formed. The date for the readiness of this list must be set taking into account the date of the decision on the meeting. The interval between them must be at least 10 days. The list must be ready no later than 25 days before the meeting (Clause 1, Article 51 of the Law on JSC). If they are elected to the board of directors of a joint-stock company, no more than 55 days should pass from the decision on the meeting to the date of compilation of the list. The list readiness date is set no more than 35 days before the meeting, if the meeting is dedicated to the reorganization of the joint-stock company.

e) In 2017, the same deadlines for notifying shareholders about the upcoming annual meeting apply. It should be borne in mind that from July 1, 2016, the notice period for shareholders was reduced (Clause 1, Article 52 of the Law on JSC) if the meeting is dedicated to: elections to the board of directors; reorganization issues; elections to the collegial management body of the new joint-stock company. In such cases, the period for notifying shareholders is no later than 50 days before the meeting.

f) In 2017, the rules for notifying shareholders, which began to work on July 1, 2016, continue to apply. Shareholders must be notified by registered mail or delivery against signature. At the same time, the charter of the joint-stock company may contain other methods of notification of the general meeting of shareholders: through the media or the company’s website; By e-mail; written message by telephone.

7) In 2017, it is possible to participate in general meetings of shareholders, including annual ones, remotely. For this they use modern technologies communications. Remote participants can discuss agenda items and vote if this is allowed by the charter (clause 11, article 49, clause 1, article 58, article 60 of the Law on JSC). Voting of remote participants is ensured using electronic ballots.

h) According to Art. 63 of the Law on JSC, the minutes of the general meeting of shareholders are drawn up within three days after the meeting. The minutes are prepared in two copies; the chairman of the meeting and the secretary must endorse both copies of the minutes. The minutes indicate: the date and time of the meeting, the agenda, the total number of votes, etc. In addition, according to clause 4.29 of the Regulations on holding meetings of shareholders (approved by order of the Federal Financial Markets Service of Russia dated February 2, 2012 No. 12-6/pz- m), the protocol must contain: the full name of the JSC and its location; type of meeting; form of meeting; date of compilation of the list of participants; number of votes for each voting option; the start time of vote counting, if shareholders were notified of the voting results immediately at the meeting. The decision of the meeting must be certified by a notary.

2. According to paragraph 2 of Art. 54, paragraph 1, art. 47 of the Federal Law of December 26, 1995 N 208-FZ “On Joint-Stock Companies” (hereinafter referred to as the JSC Law), the agenda of the annual general meeting of shareholders must necessarily include issues on the election of the board of directors (supervisory board) of the company, the audit commission (auditor) company, approval of the company's auditor, as well as issues provided for in paragraphs. 11 clause 1 art. 48 of the Law on JSC (on approval of annual reports, annual financial statements, including profit and loss statements (profit and loss accounts) of the company, on the distribution of profits (including the payment (declaration) of dividends, with the exception of profits distributed as dividends based on the results of the first quarter, half of the year, nine months of the financial year) and losses of the company based on the results of the financial year.

Sergei Karulin, Vladislav Dobrovolsky,

How to hold the next general meeting of participants

At least once a year, LLC participants must take a direct part in the management of the company by meeting at the next general meeting.

The general meeting of participants is the highest management body in the LLC (Clause 1, Article 32 of the Federal Law of February 8, 1998 No. 14-FZ “On Companies with limited liability"; hereinafter referred to as the LLC Law).

An LLC lawyer needs to know how to prepare a meeting, conduct it and formalize its results so that the decisions of the participants are not invalidated later.

Attention: For violation of the requirements for preparing and holding a meeting, the organization and its officials may be fined.

Failure to comply with the requirements described below for preparing and holding a general meeting of participants may result in the invalidation of the decision of the general meeting of participants of the LLC, as well as the imposition of a fine on the company in the amount of 500 thousand to 700 thousand rubles, on officials in the amount of 20 thousand up to 30 thousand rubles. (Part 11, Article 15.23.1 of the Code of Administrative Offenses of the Russian Federation).

Attention: The company's charter may provide for a special procedure for convening, preparing and holding general meetings of participants and making decisions.

This procedure may differ from what is established by law.

Wherein new order should not deprive participants of the right to participate in the meeting and receive information (subclause 5, clause 3, article 66.3 of the Civil Code of the Russian Federation).

Dates and frequency of the meeting

The next general meeting of participants must be held within the time limits specified by the charter, but not less than once a year.

Thus, the regular meeting is not always just the annual meeting.

If the next meeting is planned to be held once a year, then it will be necessary to approve the annual results of the company’s activities. The law establishes a special requirement for such a meeting (with such an agenda): it must be held from March 1 to April 30. However, in reality, it is better to hold the meeting no later than three months after the end of the year.

Situation: When is the best time to hold an annual general meeting to approve the annual results of the LLC?

To answer this question, you need to take into account the requirements not only of the LLC Law, but also of the Federal Law of December 6, 2011 No. 402-FZ “On Accounting”; hereinafter referred to as the Law on Accounting.

Thus, the meeting must be held no earlier than two months and no later than four months after the end of the financial year (Article 34 of the LLC Law).

The concept of “financial year” is not defined in law. But the concept of “reporting year” ( ) has been established. The reporting year is calendar year– from January 1 to December 31 inclusive. Accounting statements are prepared for the reporting year. Thus, the financial year refers to the reporting year, which in turn coincides with the calendar year. This means that the meeting must be held from March 1 to April 30.

But there is one more requirement. Annual reports must be submitted to the state statistics body within three months after the end of the year (clause 2 of article 18 of the Accounting Law). At the time of presentation, it must be approved by the general meeting (clause 9 of article 13 of the Accounting Law).

To comply with this requirement, the meeting must be held no later than three months after the end of the year.

If regular meetings are planned to be held several times a year, then it is necessary to indicate at which of them the annual results of activities will be approved. Such a meeting must also be held during the period mentioned above.

Even if the LLC consists of one participant, it is necessary to comply with the deadlines for approving the annual results of the company's activities ().

Approval of the annual results of the LLC's activities falls within the exclusive competence of the general meeting of participants ( ).

The procedure for convening a general meeting of company participants is defined in the LLC Law. Also, certain requirements may be provided for by the company’s charter.

The executive body of the company (director or board) prepares, convenes and holds the next general meeting of participants. These issues can be transferred to the board of directors if this is directly stated in the charter (hereinafter, the director is indicated as a person authorized to hold a meeting of participants).

Attention: From September 1, 2014, a company can have several directors. The powers to prepare, convene and hold a general meeting of participants may be assigned to one of them on the basis of the charter or other internal document of the company.

This rule is established in paragraph 3 of Article 65.3 Civil Code RF.

The law allows the powers of the sole executive body to be divided into several persons. At the same time, society can independently decide how exactly they will act - jointly or independently of each other - and what powers each of them will exercise.

Information about the presence of several directors must be in the Unified State Register of Legal Entities.

Notifying participants about the meeting

At least 30 days before the date of the meeting, the director must notify each participant by registered mail to the address indicated in the list of participants.

The charter may provide for more short term to notify participants about the meeting (clause 4, article 36 of the LLC Law).

In addition, the bylaws may provide for another method of notifying participants of the meeting. For example, an announcement about this in a media outlet identified by the participants.

It is better to send the notification by letter with the declared value, an inventory of the attachment and a receipt.

This is not required by law, but if a dispute arises, the company will have to prove that the participant was duly notified of the meeting (resolution of the Federal Antimonopoly Service of the North-Western District dated April 2, 2009 in case No. A56-16863/2007). An inventory of the attachment will confirm that the participant was sent a notification, and not any other correspondence or blank sheets (resolution of the Federal Antimonopoly Service of the Volga District of February 27, 2009 in case No. A12-11698/2008). Arbitrage practice confirms that proof of proper notification is a postal receipt for sending a valuable letter with an inventory of the attachment (resolution of the Federal Antimonopoly Service of the Moscow District dated March 31, 2011 No. KG-A41/2517-11-P-1.2 in case No. A41-1635/10 and dated January 20, 2010 No. KG-A40/14003-09 in case No. A40-44834/09-83-352).

If the charter provides for notification by registered mail, then in order to formally comply with the requirements of the charter, in addition to valuable letter You must send a registered letter with return receipt requested. For registered mail, an inventory of the attachments is not provided. This rule is established in paragraph 10 of the Rules for the provision of postal services, approved by order of the Ministry of Telecom and Mass Communications of Russia dated July 31, 2014 No. 234, and in the List of types and categories of registered postal items, accepted with an inventory of the contents, with a notification of delivery, with cash on delivery (approved by order of the Federal State Unitary Enterprise "Russian Post" dated July 6, 2005 No. 261).

Also, given that there are usually few participants in an LLC, notices can be sent by courier. In this case, on the copy of the notification you need to receive a mark of receipt from the addressee: a signature with a transcript and the date of receipt.

Before sending notifications, you must check that the list of participants is up to date.

Possibly from date last update On the list, some participants' addresses have changed or the participants themselves have changed, but information about this has not yet been received by the society.

You can check relevance by contacting participants, especially those who are Lately planned to make a transaction to alienate the share. You can also get a fresh extract from the Unified State Register of Legal Entities.

Otherwise there may be controversial situation, if a participant appears at the meeting, information about whom is not yet in the list of participants, or one of the LLC participants does not find out about the meeting. A participant who was not present at the meeting may apply to the court to declare the decision made invalid.

It must be remembered that if the participant does not provide information about changing his information, the company will not be liable for losses caused in connection with this ( ).

Situation: what should contain the notice of holding the next general meeting of participants

The notice must contain:

• time of the meeting (we also recommend indicating the start and end time of registration of participants who arrived at the meeting);
• location of the meeting. The notice must indicate the exact address of the meeting place, including the office, hall, etc. This is confirmed by judicial practice ();
• meeting agenda ( ).

In addition, the notice can remind participants that for registration they must present a passport or other identification document, and to participate in a meeting, a representative needs a properly executed power of attorney (Clause 2, Article 37 of the LLC Law).

The notice must be accompanied by information and materials relevant to the agenda. So, if the issue of approving the annual results of operations is on the agenda, you need to attach the annual report (and, if necessary, also the conclusions of the audit commission (auditor) and the auditor based on the results of the audit of the annual reports and annual balance sheets of the company).

Situation: in which cases before the general meeting of LLC participants it is necessary to draw up a conclusion of the audit commission and an audit report

If the formation of an audit commission (election of an auditor) is provided for by the charter or is mandatory, the general meeting does not have the right to approve annual reports and balance sheets in the absence of conclusions of the audit commission or auditor (clause , Law on LLC).

In companies with more than 15 participants, the formation of an audit commission (election of an auditor) of the company is mandatory (Clause 6, Article 32 of the LLC Law).

The involvement of an auditor is mandatory if required by law.

Cases of conducting a mandatory audit are defined in “On Auditing Activities”.

In addition, in some cases, the obligation to conduct an audit is established by other laws, including:

• for developers - in the Federal Law of December 30, 2004 No. 214-FZ “On participation in shared construction apartment buildings and other real estate objects and on amendments to certain legislative acts of the Russian Federation";
• for organizers of gambling - in the Federal Law of December 29, 2006 No. 244-FZ “On government regulation activities related to the organization and conduct of gambling and amendments to certain legislative acts of the Russian Federation";
• for organizers and operators of lotteries - in “About lotteries”.

If the question is about the election of the board, board of directors, audit commission (auditor), then information about candidates for these positions must be attached to the notification. If the question of making changes to the charter is raised, then we attach the draft amendments (additions) or the draft charter in a new edition. If you need to approve the company’s internal documents, we attach their drafts.

In this case, the charter may provide for a different procedure for familiarizing participants with materials.

Violation of the above rules may become grounds for declaring the meeting’s decision invalid (decision of the Supreme Arbitration Court of the Russian Federation dated May 27, 2011 No. VAS-6214/11; resolution of the Federal Antimonopoly Service of the Central District dated June 30, 2009 in case No. A62-5672/2008).

Situation: Is it possible to hold a general meeting of company participants outside the company’s location?

Yes, subject to certain conditions.

The law does not prohibit holding a meeting within the settlement (city, town, village) that is the location of the company, unless the charter provides for a specific location for the meeting.

Outside this settlement, a meeting can be held only on the condition that the participants will have a real opportunity to participate in it and such participation will not be burdensome for them (for example, due to inaccessibility of the place, unjustified expenses and other circumstances).

Otherwise, the decision of the meeting may be declared invalid. This is indicated by the Supreme Arbitration Court of the Russian Federation in the resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation dated February 22, 2011 No. 13456/10.

If the charter specifies a specific location for a meeting, then the meeting must be held at that location.

Changing the original agenda

Any company participant has the right to make proposals to include additional issues on the agenda of the general meeting of company participants at least 15 days before the date of the meeting. This deadline is established taking into account the fact that after receiving proposals from participants, the director must review them, decide to include them on the agenda and notify other participants of additional issues.

Thus, if a participant’s proposal was received by the company no later than 15 days before the date of the meeting, an additional issue may be included on the agenda. If the proposal is received later, the director will have the right not to include it on the agenda.

The charter may provide for a shorter period for introducing proposals to the agenda (Clause 4, Article 36 of the LLC Law).

The director includes a question proposed by a participant on the agenda if it falls within the competence of the general meeting of participants and complies with the law, but he cannot change the wording of the questions.

If an additional issue meets the established requirements, but the director did not include it on the agenda, the participant can legally declare such a decision illegal and force the company to include the proposed issue on the agenda of the general meeting of participants (clause 21 of the resolution of December 9, 1999 of the Plenum of the Supreme Court of the Russian Federation No. 90, Plenum of the Supreme Arbitration Court of the Russian Federation No. 14 “On some issues of application of the Federal Law “On Limited Liability Companies””; hereinafter Resolution No. 90/14).

Situation: whether participants need to be notified of changes to the original agenda

Yes, definitely.

The director is obliged, no less than 10 days before the date of the meeting, to notify all company participants of changes made to the agenda by registered mail (preferably with acknowledgment of delivery) to the address indicated in the list of company participants (paragraph 4, paragraph 2, article 36 LLC Law). Since an inventory of the attachments is not required for registered letters, the shipment can also be duplicated by a letter of declared value with an inventory of the attachments and a receipt receipt.

The charter may provide for a shorter period for notifying participants about changes in the agenda (Clause 4, Article 36 of the LLC Law).

The notice must contain additional questions included on the agenda. The notice must be accompanied by information and materials relevant to the agenda.

Information and materials to be sent to participants within 30 days before the date of the meeting must be available for review to all participants of the company at the location of the director of the company.

At the request of participants, the director provides copies of documents; their cost to participants cannot exceed the cost of their production.

In case of non-compliance with the procedure described above for convening a general meeting of participants (the procedure for notifying participants, determining the agenda of the meeting and other conditions), such a meeting will be valid if all participants of the company participate in it (clause 5 of Article 36 of the LLC Law).

Holding a meeting

The procedure for holding a general meeting of company participants is defined in the LLC Law. Also, certain requirements may be provided for by the company’s charter, internal documents of the company, or a decision of the meeting itself.

Attention:

This rule is established by subparagraph 3

To comply with it, you need:

• contact a notary or
• use another confirmation method.

Notarized confirmation

Society needs:

• charter of the company;
• );

Such a list is given in Part 3 by Resolution of the Supreme Council of the Russian Federation dated February 11, 1993 No. 4462-1 of the corporate agreement).

):

Other confirmation methods

subp. 3 p. 3 art. 67.1 Civil Code of the Russian Federation):

• in the charter or
• in the decision of the general meeting of participants, adopted unanimously. Thus, when considering one of the disputes regarding the registration of changes in the charter, the Arbitration Court of the West Siberian District indicated: “since the decision to choose a different method of confirmation was made by all participants of the LLC ... unanimously, notarization of the protocol ... signed by all participants of the company, in in the case under consideration was not required" (resolution of September 28, 2015 No. F04-23439/2015 in case No. A27-2907/2015).

Examples of articles of association

Form of holding the meeting. The next meeting of participants is usually held in person, that is, with the convening of all participants, joint discussion of agenda items and voting. But the law allows it to be carried out in absentia (by survey) in compliance with the requirements of the LLC Law.

At the same time, the meeting at which the annual results of the company’s activities will be approved can only be held in person (Clause 1, Article 38 of the LLC Law).

Registration of arriving members of the society. Registration is usually carried out by the director or another person appointed by him. Registration must be completed before the opening of the meeting. In fact, it comes down to a written recording of the arrival of a specific participant after checking his credentials.

Situation: how to appoint a person to register participants arriving at the next general meeting

The director’s decision to instruct a specific person to register the participants who arrived at the meeting is best formalized by order or directive (another form of the director’s decision may be determined by the charter or internal document of the company, for example, job description general director).

Subsequently, in the event of a dispute regarding the participation of specific participants in a meeting, the registration sheet will confirm that the participant was present at the meeting, and the order will confirm that the registration of the participant was carried out not by a random person, but by an authorized person. This person can also be called to court as a witness.

The formulation of the solution could be as follows:

“I order:

1. Lawyer of Romashka LLC, Natalya Ivanovna Lyutinova, to register the participants who arrived at the extraordinary general meeting of participants of Romashka LLC, scheduled for February 15, 2012.

When registering, check the credentials of arriving persons and record information about them in the Registration Sheet, the form of which is approved by this order.

Venue of the meeting: Moscow, st. Stroiteley, 25, of. 12.

Registration hours: 11:30–12:00.

Meeting start time: 12:00.

2. Approve the form of the Registration Sheet in accordance with Appendix No. 1 to this order.

Appendix to the order:

Registration sheet"

When registering arriving participants, you must use the registration sheet.

The form of such a sheet is not approved, but usually it indicates the date, time and place of the meeting, the start and end time of registration, full name. or the name of the arriving participants, passport details of the participants (representatives). If it was not the participant himself who arrived at the meeting, but his representative, then it is better to record the details of the power of attorney on the sheet. Each participant (representative) puts a personal signature in the appropriate column.

The completed registration sheet will be an appendix to the minutes of the general meeting of the company's participants.

Unregistered participants are not allowed to vote (Clause 2, Article 37 of the LLC Law).

LLC participants have the right to participate in the meeting both personally and through representatives.

The participant's representative must present a document confirming his/her proper authority. The power of attorney issued to the representative of the participant must contain information about the represented person and the representative (name or designation, place of residence or location, passport data), must be certified by the signature of the head and the seal of the organization or certified by a notary (clause 2 of article 37 of the LLC Law).

For an LLC participant: it is better to specify the powers of the representative in the power of attorney in as much detail as possible. Otherwise, he may not be allowed to vote, or the representative may go beyond the powers that the participant wanted to transfer to him.

To the person registering participants who arrived at the meeting: the law establishes that representatives of company participants must present documents confirming their proper authority (clause 2, article 37 of the LLC Law). In this regard, the person registering participants has every right to demand that representatives provide such documents.

It is necessary to carefully check the information specified in the power of attorney, including:

• information about the principal and the authorized person (including the correspondence of the information specified in the power of attorney with the passport details of the authorized person);
• the period for which the power of attorney was issued (if it is not specified, then the power of attorney is valid for one year (clause 1 of Article 186 of the Civil Code of the Russian Federation));
• full powers (the power of attorney must provide for the transfer of powers to participate in the meeting and vote on agenda items, as well as on the issue of electing the chairperson. A power of attorney with a general wording (to represent the interests of the participant in all bodies and organizations) is not suitable).

The power of attorney or its certified copy must be kept.

If a participant who is a legal entity is represented by his director, he must also confirm his authority (with a certified copy of the protocol or decision on his appointment (extract from it) or an extract from the Unified State Register of Legal Entities). To avoid conflicts, it is better to remind meeting participants of this requirement in advance.

Documents confirming the authority of the representative must be retained.

In addition, the company itself can order extracts from the Unified State Register of Legal Entities in advance for its participants - legal entities. In this case, the public will know up-to-date information about the leaders in such organizations.

It should be remembered that after receiving such an extract, the head of the participating company can be re-elected. In this case, his authority will be confirmed by the protocol or the decision on his appointment (extract from it), since changes to the Unified State Register of Legal Entities may not yet be made.

A power of attorney issued by way of delegation must be notarized (clause 3 of Article 187 of the Civil Code of the Russian Federation).

If the power of attorney has errors or inaccuracies and does not provide to a trusted person the right to represent a participant at a meeting, such a representative should not be allowed to vote.

Refusal to recognize the powers of a representative and admission to a meeting may not be formalized; the law does not establish such a requirement. The Company is not responsible for the fact that a participant who was duly notified of the meeting did not ensure that an authorized representative attended the meeting.

However, if the refusal is motivated and legal, it is better to reflect this in the minutes of the meeting: in the section where the persons who took part in the meeting and the quorum are indicated, you can indicate that persons were not allowed to participate in the meeting due to improper execution of documents, confirming their authority to act on behalf of the participants.

The company can set out the procedure for refusing admission to a meeting in an internal document, for example, in.

Opening of the meeting. The meeting must be opened at the time specified in the notice of the meeting.

If all participants of the company registered before the appointed time, then the meeting can be opened earlier (clause 3 of Article 37 of the LLC Law).

The meeting is opened by the general director or chairman of the board (clause 4, article 37 of the LLC Law). If the meeting is convened by the board of directors (supervisory board), then it is opened by the chairman of the board of directors.

Situation: how to appoint a chairman at a meeting of participants

He must be selected from among the participants.

The person opening the meeting elects a chairman from among the company's participants.

The decision on this issue is made by the participants by a majority vote of the total number of votes of the participants who have the right to vote at this meeting. Each meeting participant has one vote.

The charter may provide for a different procedure for electing the chairman (Clause 5, Article 37 of the LLC Law).

Keeping minutes of the meeting. The keeping of minutes is organized by the executive body of the company (clause 6, article 37 of the LLC Law). This may be the general director or the board, depending on whose competence the charter refers to this issue. Another person, for example, the secretary of the meeting, can directly take minutes if such duties are assigned to him (by order of the general director or the board).

Situation: how to formalize the powers of the secretary of the general meeting

The law does not stipulate exactly how to do this, so you can use one of the following methods:

• enter into staffing table the position of “Corporate Secretary of the Company” and hire an employee for it;
• the secretary can be appointed by the general director by his order;
• a secretary can be elected at the opening of the meeting.

The position “Corporate Secretary of a joint stock company” was introduced into Qualification Handbook positions of managers, specialists and other employees by order of the Ministry of Health and Social Development of Russia dated September 17, 2007 No. 605 “On amendments to the Qualification Directory of positions of managers, specialists and other employees.” It defines job responsibilities, necessary preparation and requirements for the qualifications of a corporate secretary.

However, the election of a secretary at the meeting will be of greater importance compared to other options, since in this case the participants directly express their will and entrust the maintenance and signing of the minutes to a specific person.

Decisions are made unanimously or by majority vote. In this case, the majority of votes is calculated from all votes of the company's participants, and not just from the votes of those participants who are present at the meeting ( ). Thus, if participants with a simple majority of votes (50% and one vote) of the total number of votes do not participate in the meeting, then it will be impossible to make a decision on any issue.

A meeting decision made on issues not included in the agenda (except for the case when all participants were present at the meeting), or without the majority vote of participants required to make a decision, is not valid, regardless of appealing such a decision in court (clause 6 Article 43 of the LLC Law).

Decisions made unanimously. The participants unanimously make decisions on the issue of reorganization or liquidation of the company, as well as in cases provided for in the LLC Law.

On the question of whether it is possible in the charter to expand the list of issues on which the participants must decide unanimously, judicial practice diverges.

Decisions made by qualified majority. Decision on the issue of changing the charter of the company, including changing the size authorized capital of the company, the participants take at least 2/3 of the votes of the total number of votes of the company's participants. The charter may provide that a larger number of votes is required to make a decision on a given issue.

In addition, by a qualified majority, participants make decisions on issues provided for in the LLC Law .

Additional issues that must be decided by a qualified majority may be provided for in the charter.

Decisions made by a simple majority. By a simple majority, participants make decisions on all other issues. In this case, the charter may provide that in order to make decisions on certain issues (for which, by law, a simple majority of votes is sufficient), a larger number of votes is required.

Decisions that are made without the required majority of votes of the company's participants are not valid, regardless of whether they were appealed in court (clause 6 of Article 43 of the LLC Law). This is confirmed by judicial practice (clause 24 of resolution No. 90/14; resolution of the Federal Antimonopoly Service of the Moscow District dated June 30, 2011 No. KG-A41/4489-11 in case No. A41-10523/09).

Participants make decisions by open voting, that is, the choice of participants is not hidden, they can see how other participants vote. In this case, the charter may provide for a different voting procedure, for example, by ballots. The law does not oblige participants to vote by ballot, but in the event of a dispute this will completely eliminate the possibility of a participant citing the fact that he voted differently or did not take part in the meeting at all.

Situation: if a counting commission has not been created in a society, who can perform its functions

The functions of the counting commission can be performed by the chairman of the meeting, the secretary or another person authorized to do so.

This issue can be resolved in the Regulations on the general meeting of participants.

If this is not regulated by the company’s internal document, then a specific person can be authorized by order of the general director or by a decision of the general meeting of participants.

Conducting cumulative voting. On issues of electing members of the board of directors (supervisory board), members of the collegial executive body (board) and (or) members of the audit commission, cumulative voting can be carried out. This voting procedure must be enshrined in the charter (clause 9, article 37 of the LLC Law).

Situation: how to conduct cumulative voting

2. Each participant, at his own discretion, gives the votes he has to the candidates he has chosen. At the same time, he can either cast all the votes for one candidate or distribute them among several candidates.

3. Candidates who received the largest number of votes are considered elected to the corresponding position.

If a decision of a general meeting of participants is challenged, the court may, taking into account all the circumstances, uphold the appealed decision if the vote of the participant who filed the application could not influence the voting results, the violation committed is not significant and the decision did not cause losses to the company participant who filed the claim (Clause 2, Article 43 of the LLC Law; Paragraph 4, Clause 22 of Resolution No. 90/14). The court determines the significance of the violation at its discretion.

Sergei Karulin, Chief Legal Adviser of OJSC "Reestr", Vladislav Dobrovolsky, candidate of legal sciences, author of the course on practical jurisprudence “Algorithms of Law” (www.dobrovolskii.com), in 2001–2005. – judges of the Moscow Arbitration Court

How to formalize the decision of the general meeting of LLC participants

Failure to comply with the requirements for the format and content of the decision of the general meeting of participants, together with other circumstances, often becomes grounds for canceling the decision of the meeting. The company's lawyer needs to ensure that in the event of a corporate conflict, the decision made cannot be invalidated.

Attention: from September 1, 2014, it is necessary to confirm in a notarial or other acceptable manner the fact that the general meeting of participants made a decision and the composition of the participants present.

This rule is established by subparagraph 3 of paragraph 3 of Article 67.1 of the Civil Code of the Russian Federation.

To comply with it, you need:

• contact a notary or

If this is not done, then the decision of the meeting will be considered void (paragraph 3, paragraph 107 of the Resolution of the Plenum of the Supreme Court of the Russian Federation dated June 23, 2015 No. 25 “On the application by courts of certain provisions of Section I, Part One of the Civil Code of the Russian Federation”).

However, the confirmation rule does not apply to cases where the decision is made by:

• general meeting of participants by absentee voting or
• the only member of society.

Notarized confirmation

Society needs:

• invite a notary to the place where the meeting will take place, or
• agree with the notary to hold the meeting directly at his place (for example, in a notary’s office).

In this case, the notary must submit the following documents:

• charter of the company;
• an internal document of the company establishing the procedure for holding a meeting (for example, regulations on the general meeting of participants);
• decision to hold a meeting and approve the agenda;
• a document confirming the authority of the person applying to organize the meeting (if they do not follow from other submitted documents).

Such a list is given in Part 3 of Article 103.10 of the Fundamentals of Legislation of the Russian Federation on Notaries, approved by Resolution of the Supreme Council of the Russian Federation of February 11, 1993 No. 4462-1 (hereinafter referred to as the Fundamentals of Legislation on Notaries). True, this list provides for one more item - “other documents necessary to determine the competence of the management body of a legal entity and the quorum of the meeting or meeting.” Therefore, it is possible that the notary will require additional documents (for example, information about the existence of a corporate agreement).

Based on the results of the general meeting, the notary issues a certificate (Part 1 of Article 103.10 of the Fundamentals of Legislation on Notaries):

• on certifying the fact that the meeting made a decision;
• about the composition of the participants present.

Other confirmation methods

The law allows not to fulfill the requirement for notarization if the participants have provided for another method of confirmation (subclause 3, clause 3, article 67.1 of the Civil Code of the Russian Federation):

• in the charter or
• in the decision of the general meeting of participants, adopted unanimously.

By other confirmation method we mean:

• signing of the protocol by all or individual participants of the company;
• usage technical means that allow one to reliably establish the fact of decision-making (audio, video recording, etc.);
• other methods that do not contradict the law (and the law does not establish any restrictions).

Thus, participants can choose how to confirm the decision and the composition of participants. In fact, there are the following options:

• make a decision to amend the charter, establishing in it the most convenient procedure for confirmation (for example, certification of the minutes with the signatures of the chairman and secretary of the meeting, who are members of the company);
• make decisions on the method of confirmation each time a general meeting is held. This method is applicable if the participants always gather in full force;
• contact a notary to confirm the adoption of decisions at meetings of participants and the composition of participants.

Formally, another option will comply with the requirements of the law: you can hold a meeting at which all members of the company will be present, and at it unanimously make a decision on the method of confirmation (without amending the charter). In this case, at subsequent meetings, 100% attendance of participants will no longer be required; in decisions, it will be possible to simply make a reference to this protocol and attach a copy of it.

However, the court may interpret the law in a different way - that the method of confirmation must be provided for precisely in the decision that is confirmed. To avoid disputes, it is better not to use this method until judicial practice on this issue has been established.

In general, the requirement to hire a notary is aimed at preventing falsification of decisions. Its presence makes the counterfeiting process difficult. When substituting a protocol using a notary's seal, it will be enough to prove only the fact that the notarial act is not listed in the notary's register.

These requirements do not apply to companies in which decisions are made by a single participant, since they are established only for meetings.

Examples of articles of association

Confirmation by signatures of all participants

4.2. In accordance with paragraph 3 of Article 67.1 of the Civil Code of the Russian Federation, the adoption of a decision by the general meeting of the Company’s participants and the composition of the Company’s participants present at its adoption are confirmed by the signing of the protocol by all participants present at the meeting.

Confirmation by signatures of individual participants

4.2. In accordance with paragraph 3 of Article 67.1 of the Civil Code of the Russian Federation, the adoption of a decision by the general meeting of the Company’s participants and the composition of the Society’s participants present at its adoption are confirmed by the signing of the protocol by the chairman and secretary of the meeting, who must be members of the Society.

Confirmation using technical means

4.2. In accordance with paragraph 3 of Article 67.1 of the Civil Code of the Russian Federation, the adoption of a decision by the general meeting of the Company’s participants and the composition of the Company’s participants present at its adoption are confirmed by a video recording made during the meeting. A CD with video recording is attached to the protocol.

Confirmation by other means (signatures of individuals)

4.2. In accordance with paragraph 3 of Article 67.1 of the Civil Code of the Russian Federation, the adoption of a decision by the general meeting of the Company’s participants and the composition of the Company’s participants present at its adoption are confirmed by the signing of the minutes by the chairman and secretary of the meeting. Article 181.2 of the Civil Code of the Russian Federation.

Thus, the minutes of the general meeting of LLC participants held in person must contain the following information:

• date, time and place of the meeting;
• information about persons who took part in the meeting;
• information about persons who voted against the meeting’s decision and demanded that this be recorded in the minutes.

The minutes of the general meeting of LLC participants held in absentia must contain the following information:

• the date before which documents containing information about voting by members of the civil law community were accepted;
• information about persons who took part in the vote;
• voting results for each item on the agenda;
• information about the persons who carried out the vote count;
• information about the persons who signed the protocol.

In addition, the law contains some guidance for individual cases, in particular for the decision by which participants approve a major transaction or an interested party transaction.

In addition to the specified mandatory information, other information can also be included in the protocol.

The requirements for drawing up the minutes of the general meeting of shareholders are established in the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies” (hereinafter referred to as the JSC Law) and

date of the meeting;

the address where the meeting is held;

meeting agenda;

the start and end time of registration of persons entitled to participate in the meeting;

opening and closing times of the meeting;

the number of votes held by persons entitled to participate in the general meeting on each issue on the agenda of the meeting;

the number of votes held by the persons who took part in the meeting on each issue on the agenda of the meeting, indicating whether there was a quorum on each issue;

the number of votes cast for each of the voting options (“for”, “against” and “abstained”) for each item on the agenda of the meeting for which there was a quorum;

wording of decisions adopted by the meeting on each issue on the meeting agenda;

the main provisions of the speeches and the names of the persons who spoke on each issue on the agenda of the meeting;

chairman and secretary of the meeting;

person counting votes;

date of drawing up the protocol.

Situation: what are the consequences of drawing up the minutes of the general meeting of LLC participants in free form without complying with the requirements established for joint-stock companies

The decision of the meeting may be declared invalid (subclause 4, clause 1, article 181.4 of the Civil Code of the Russian Federation).

Thus, if all participants in the society made a decision unanimously and do not change their position in the future, documenting the decision in free form will not entail negative consequences.).

Thus, the company may need to prove the participation of a dissatisfied participant in the general meeting, the presence of a quorum, or confirm the agenda or voting results. This will be much easier to do if the minutes of the meeting have been drawn up properly. In addition, the company’s position will be strengthened by a document confirming that the participant has been registered (for example, a registration sheet).

Example from practice. The court refused to invalidate the decisions of the meeting taken in the absence of the plaintiffs, since it was documented that the plaintiffs arrived at the meeting, but then left it without reason

Citizen B. (participant of the company) filed a lawsuit against the company LLC “L.” and citizen M. to invalidate the decision of the general meeting of company participants, documented in the minutes of August 30, 2009.

As established by the court, all members of the society appeared at the meeting at the appointed time. This was recorded in the registration sheet (if a registration sheet is not drawn up, this data can be indicated in the protocol). Thus, there was a quorum.

Members of the society, citizen Ts. and representatives of citizen B., after arriving at the meeting, refused to take part in it and left the venue of the meeting. Voting on agenda items was carried out without them.

Subsequently, citizen B., whose representatives left the meeting, appealed to the court with a demand to declare the decision of the meeting invalid, since it was made without the participation of her representatives and citizen Ts., and therefore in the absence of a quorum and in violation of current legislation.

However, the courts of the first, appellate and cassation instances, based on the minutes of the general meeting of participants and the registration sheet, refused to satisfy the claims, pointing out that all participants of the company attended the meeting. The fact that citizen Ts. and representatives of citizen B. left the meeting without sufficient grounds does not mean that a decision could not be made (resolution of the Federal Antimonopoly Service of the Volga-Vyatka District dated June 4, 2010 in case No. A29-10289/2009 , by the decision of the Supreme Arbitration Court of the Russian Federation dated September 30, 2010 No. VAS-10372/10, the case was refused to be transferred to the Presidium of the Supreme Arbitration Court of the Russian Federation for review in the manner of supervision).

Example from practice. A participant being late for the start of a meeting does not deprive him of the right to vote on agenda items for which decisions have not yet been made. Decisions made taking into account the votes of such a participant are not invalid

Citizen B-c filed a lawsuit against LLC "A.", citizen N. and citizen G. to declare the decision of the extraordinary general meeting of the company's participants dated February 12, 2009 invalid.

As established by the court, not all members of the society showed up at the meeting at the appointed time, citizen B was late, and decisions on the first two issues on the agenda were made without him. Upon arrival at the meeting, he participated in voting on the third and subsequent issues on the agenda; data on this was included in the minutes.

Some time after the meeting, citizen B-ts decided to challenge in court the decision made at the general meeting on the third issue on the agenda. Citizen B-ts argued that citizen B-n had no right to vote on the third issue of the agenda, since he was late for registration, which was held before the meeting, and the remaining participants did not have enough votes to make a decision on the third issue.

However, the courts of the first, appeal and cassation instances, based on the minutes of the general meeting, rejected it, pointing out that citizen B-n had the right to take part in the meeting and vote when making a decision on the third issue. Thus, the contested decision was made in compliance with the current legislation, that is, in compliance with the established rules on the quorum for voting (resolution of the Federal Antimonopoly Service of the North-Western District dated March 4, 2010 in case No. A56-24028/2009).

Example from practice. Since the plaintiff took part in the meeting and voted “for” the contested decision, he has no right to challenge it

Citizen B. filed a lawsuit against a citizen of the city, LLC “I.”, MIFNS of Russia No. 15 for St. Petersburg, to invalidate the agreement dated May 3, 2007 for the purchase and sale of shares in the authorized capital of the company; on invalidation of the decision of the general meeting of the company's participants, documented in Minutes No. 6 dated May 4, 2007; on invalidating amendment No. 3 to the company's charter, approved by Minutes No. 6 of May 4, 2007; on invalidation of entries in the Unified State Register of Legal Entities on amendments to information about legal entity contained in the Unified State Register of Legal Entities related to amendments to the constituent documents.

At an extraordinary general meeting of participants held on May 3, 2007, the participants (citizen B., citizen B. and O.H. LLC) decided to sell their shares to a citizen of the city, also invited to the meeting. At the same time, a participant in the company, citizen B., retained part of his share in the amount of 10 percent of the authorized capital of the company. Thus, a new participant, citizen G., entered the company, his share was 90 percent of the authorized capital, and the former participant, citizen B., remained, his share was 10 percent of the authorized capital. The decision was made unanimously, the voting results are reflected in the minutes.

Members of the company, Citizen G. and Citizen B., held a meeting on May 4, 2007 and decided to make appropriate changes to the constituent documents and the Unified State Register of Legal Entities. The decision was made unanimously, the voting results are reflected in the minutes.

After some time, citizen B. decided to challenge in court the previously made decisions on the sale of shares and making appropriate changes to the constituent documents.

The court refused to satisfy his demands.

Based on the minutes of general meetings of participants, the court concluded that the plaintiff voted “for” the adoption of the decisions he challenged, and therefore did not have the legal right to challenge such decisions in court in accordance with paragraph 1 of Article 43 of the LLC Law (Article 43 Law on LLC is not a person who has the right to challenge the decision of the general meeting of the company's participants, since he took part in voting at the meeting on May 24, 2010 and did not vote “against” the contested decision (resolution of the Federal Antimonopoly Service of the Volga-Vyatka District dated April 29, 2011 in case No. A82-6384/2010).

Compliance with the requirements for the content of the protocol is especially important for an LLC with a large number of participants.

The more participants in a society, the more difficult it will be for them to come to general decision, which suits everyone. The risk of challenging the decision in this case increases significantly.

Protocol signature

The minutes of the meeting are signed by the presiding officer and the secretary (clause 3 of article 181.2 of the Civil Code of the Russian Federation). However, in this case, there is a risk that the company will not be able to document the fact of participation of a particular participant in the meeting if, some time after the meeting, he decides to challenge the decision in court and declares that he was not present at the meeting or voted against the decision made solutions.

To reduce the risk of challenging a decision, you can collect the signatures of all participants present on the minutes of the general meeting, although the law does not require this to be done. It should be taken into account that the minutes of the meeting may not be prepared immediately after the meeting; in addition, a participant may refuse to sign it.

Using ballot papers can be even more effective. This will completely eliminate the possibility of a participant citing the fact that he voted differently or did not take part in the meeting at all. The mandatory procedure for voting by ballot can be provided for in the Regulations on the general meeting of participants.

Attention: The burden of proof that the participant was present at the meeting lies with the society.

One of the most common arguments of LLC participants who want to challenge a decision made by the general meeting is a reference to the lack of quorum. And the reason for the lack of a quorum may be, in particular, that the participant challenging the decision was not present at the meeting. If a participant makes such an argument, he is not required to prove that he was not actually present at the meeting. The courts come to the conclusion that in such a situation, the LLC itself is obliged to prove the presence of a participant at the meeting.

Example from practice. The court declared the decision of the meeting invalid, since the company did not prove the fact of the plaintiff’s presence at the meeting, and in the absence of the plaintiff, the meeting had no right to make a decision

Citizen A. filed a lawsuit against LLC “M.” and to the MIFTS of Russia No. 15 for St. Petersburg on invalidating the decisions of the general meeting of company participants dated October 4, 2004, the decision of the MIFTS No. 9 for St. Petersburg dated December 27, 2004 on amending information about a legal entity contained in the Unified State Register of Legal Entities, related to amendments to the constituent documents of the company, and obligations tax office make appropriate changes to the information about the company in the Unified State Register of Legal Entities.

On October 4, 2004, citizen A. and citizen S., each owning 50 percent of the company’s authorized capital, held an extraordinary general meeting, at which it was decided to amend the constituent documents.

After some time, citizen A. decided to challenge the decision in court, citing the fact that he did not participate in the general meeting, and therefore there was no quorum to make a decision.

The court granted his request.

Having examined the minutes of the general meeting, the court stated the following. Although the protocol indicates that citizen A. was present at the controversial meeting of participants, the protocol does not contain the start and end time of registration of the arriving participants, and does not contain the signature of citizen A. either in the introductory part of the protocol or on the results of voting on the agenda items. Finally, the registration sheet was not completed.

The burden of proving the fact that a participant was present at the meeting lies with the society, but it did not confirm this fact in any way.

Since, in the absence of citizen A., citizen S. did not have the right to make a decision to amend the constituent documents, such a decision was declared invalid (

Citizen V. filed a lawsuit against LLC “X.” and MIFNS of Russia No. 9 for the Novgorod Region with a claim to invalidate the decisions of extraordinary general meetings of company participants dated September 25, 2007 (Minutes No. 43) and December 28, 2007 (Minutes No. 49) on the issues of amending the constituent documents of the company; decisions of the inspectorate on state registration changes made to the constituent documents of the company.

As established by the court, citizen V. was not notified of the meetings and did not participate in them.

The court satisfied the claims and also indicated that the will of a company participant to participate in voting on issues on the agenda must be recorded with his signature either on the registration sheet or in the introductory part of the minutes of the meeting (Resolution of the Federal Antimonopoly Service of the North-Western District dated March 17, 2010 No. in case No. A44-993/2008).

Alexander Sorokin answers,

Deputy Head of the Operational Control Department of the Federal Tax Service of Russia

“Cash payment systems should be used only in cases where the seller provides the buyer, including its employees, with a deferment or installment plan for payment for its goods, work, and services. It is these cases, according to the Federal Tax Service, that relate to the provision and repayment of a loan to pay for goods, work, and services. If an organization issues a cash loan, receives a repayment of such a loan, or itself receives and repays a loan, do not use the cash register. When exactly you need to punch a check, look at

10.00 - 11.30 PROCEDURE FOR PREPARING, CONVENING AND HOLDING THE GENERAL MEETING OF SHAREHOLDERS IN 2017

New rules for preparing, convening and holding a general meeting of shareholders. New ways of informing about the meeting. New ways to vote at a meeting. Planned changes in regulation.

16.00 - 16.15 Coffee break 11.45 - 13.15 ROUND TABLE: CURRENT ISSUES AND NON-STANDARD SITUATIONS AT THE SHAREHOLDERS MEETING

Current and controversial issues arising when applying new standards, including:

• voting and counting of votes on the issue of consent to an interested party transaction;
• the procedure for considering, voting and counting votes on the issue of consent to a major transaction, which is also an interested party transaction;
• options for holding an in-person general meeting using information and communication technologies that make it possible to remote participation without being present at the meeting place;
• procedure for voting and counting votes in case of disproportionate voting on the basis of a shareholder agreement, etc.

13.15 - 14.15 Lunch 14.15 - 15.45 DOCUMENTS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

Annual report; report on transactions in which there is an interest; annual financial statements; auditor's report; audit commission report. Content and disclosure requirements.

15.45 - 16.00 Coffee break 16.00 - 17.30 VIOLATIONS DURING THE CONVENING AND HOLDING OF THE GENERAL MEETING OF SHAREHOLDERS

Violations committed during the preparation and holding of the general meeting of shareholders. New rules for challenging decisions of the general meeting of shareholders. Judicial practice in cases of invalidation of decisions. Administrative liability for violations committed during the preparation and holding of general meetings of shareholders: identification procedure, practice of involvement.

17.30 - 18.00 Answers on questions

The annual holding of an annual general meeting of shareholders is the responsibility of a joint stock company, which is enshrined in law. That is why the proper preparation of this event and its documentation strict requirements are imposed. Let's try to figure out how to prepare for a general meeting and draw up its minutes.

Paragraph 1 of Article 47 of Federal Law No. 208-FZ of December 26, 1995 (hereinafter referred to as the Law) prescribes the holding of an annual general meeting of shareholders. The requirements for organizing this event are also specified in this legislative norm. Let's look at how to properly prepare for a general meeting of shareholders (hereinafter referred to as GMS) and draw up its minutes.

Preparing for the annual OSA

OSA is supreme body management of society. The frequency of meetings of shareholders is determined by the charter of the joint-stock company. However, the annual meeting must be held no earlier than two months and no later than six months after the end of the financial year.

Help: according to Art. 12 BC RF, the financial year is equal to the calendar year. Therefore, the dates for holding the General Meeting for 2020 are: 11/01/2017-06/30/2018.

During this event, business co-owners resolve key issues that determine the future course of the entire company. Among them, for example:

• reorganization and liquidation of the company;
• changes and additions to the charter;
• election of the board of directors;
• termination of powers of the board of directors;
• distribution of dividends;
• change in the size of the authorized capital.

The initiators can be the board of directors, directors of the company, shareholders or other persons who have at least 2% of voting shares in the authorized capital of the company.

The decision on the collection is made by the board of directors. This is indicated by subparagraph 4 of paragraph 1 of Art. 65 of the Law. The board of directors determines other details: list of participants, date, time. The list of parts is clearly defined in Art. 54 FZ-208. Responsibility for preparation also lies with the board of directors.

Formation of a list of participants and their notification

After making a decision to hold a meeting, it is necessary to create a list of its participants. According to paragraph 1 of Art. 51 of the Law, it must be ready at least 25 days before the date of the event. If the issue of reorganizing the company is raised on his agenda, this period will be 35 days. Participants must be notified at least 20 days before the scheduled date. If the agenda will consider the issue of reorganization, this period is 30 days.

Notification may be made different ways: by registered mail, in the media, on the company website, through phone call or email.

Minutes of the annual general meeting of shareholders in 2020

A registrar or notary must be present at the OCA. Their role is to develop the event script and ensure that it is followed in full order. In essence, these specialists are stewards. They may also be responsible for preparing the protocol.

According to Art. 63 of the Law, the protocol must be prepared no later than three days after the event. The minutes are prepared in two copies, which must be signed by the secretary and the chairman of the meeting. Its content is regulated by the same article and clause 4.29 of the Regulations on holding meetings of shareholders (approved by order of the Federal Financial Markets Service of Russia dated February 2, 2012 No. 12-6/pz-n). The protocol must include the following information:

• place and time;
• full name of the joint stock company and its location;
• type and form of OSA;
• date of compilation of the list of participants;
• the total number of votes held by the holders of voting shares;
• the number of votes held by participating shareholders;
• information about the chairman and secretary;
• agenda.

The minutes record the main points of speeches, issues put to voting, its results and decisions made. In addition, the start and end times of vote counting and the number of votes for each option are indicated. Decisions made must be certified by a notary.