The obligation to hold the ordinary general meeting of participants
Marillion kindly reminds that:
In accordance with Article 34 of the Federal Law “On Limited Liability Companies” and Article 47 of the Federal Law “On Joint Stock Companies”, the Annual General Meeting of the company's participants or stakeholders is held at least once a year.
The purpose of the Annual General Meeting of the LLC participants is to approve the annual results of the company's activities, approve the annual report and the annual balance sheet.
The Annual General Meeting of stakeholders should decide on:
- the election of the board of directors (supervisory board) of the company,
- the audit commission of the company, if in accordance with the company's Charter the presence of an audit commission is mandatory,
- approval of the company's auditor,
- approval of the annual report,
- annual accounting (financial) statements of the company,
- profit distribution (including payment (announcement) dividends).
It should be emphasized that according to Article 36 of the Federal Law “On Limited Liability Companies” and Article 52 of the Federal Law “On Joint Stock Companies”, the information and materials provided to the company's participants during the preparation of the Annual General Meeting of the company's participants or stakeholders includes, among other things, the auditor's conclusion based on the results of the audit of annual reports and annual balance sheets of the company (and for PJSC also the conclusion of the internal auditor). Thus, if an audit is carried out in the company or it is mandatory by law, we recommend attaching an audit report to the documentation for the meeting.
Time frame
The time limit for holding the Annual General Meeting of the company's participants/stakeholders is set by the company's Charter. However, the earliest and latest dates for holding the Annual General Meeting shall be determined in accordance with the Federal Law.
In 2023:
- The Annual General Meeting of the company's participants should be held no earlier than two months and no later than four months after the end of the financial year.
- The Annual General Meeting of Stakeholders is held no earlier than two months and no later than six months after the end of the reporting year.
Thus, if the Charter of a joint-stock company or LLC does not establish another (shortened) term, the deadlines set for holding general meetings are as follows:
- For a Limited Liability company: from the 1 March 2023 to 30 April 2023.
- For a Joint-Stock company: from the 1 March 2023 to 30 June 2023.
Marillion Tax and Legal practice team is often ready to offer services of the corporate secretariat for organizing the Annual General Meeting and preparing the Minutes of the AGM of the company's participants (shareholders) or a similar Decision of the sole participant of the company.
