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Lubov Gribanova Director |
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Ekaterina Sergeeva Manager |
Obligation to hold an ordinary general meeting of participants
Please be informed that in accordance with art. 34 of the Federal Law «On Limited Liability Companies» and art. 47 of the Federal Law «On Joint Stock Companies», the ordinary general meeting of limited liability company participants or the annual general meeting of joint stock company shareholders shall be held at least once a year.
Purposes of the meeting
- The purpose of holding an ordinary general meeting for LLC participants is:Approval of the annual results of the company’s activities;
- Approval of the annual report and annual accounting balance sheet.
On the annual general meeting of shareholders shall be decided the following issues:
- Election of the company’s board of directors (supervisory board);
- The audit committee of the company, if according to the charter of the company the presence of an audit committee is mandatory;
- Approval of the auditor of the company;
- Approval of the annual report, annual accounting (financial) balance sheet of the company;
- The distribution of profits (including the payment (announcement) of dividends).
Terms of the holding of the meeting
From 1 of March to 30 of June for Joint Stock Companies
From 1 of March to 30 of April for Limited Liability Companies
The company's Charter can establish shorter dates for holding the ordinary general meeting of its participants.
Please note that Federal Law No. 287-FZ was adopted on August 8, 2024, and the amendments it includes (with a few exceptions) will come into effect on March 1, 2025.The amendments affected the procedure for holding General meetings of Shareholders and General meetings of Participants, terms and methods of decision-making. These and other aspects will be discussed more in detail in our review.
Change of terminology
First of all, the terminology has been refined – the terms «general meeting of participants» and «general meeting of shareholders» are now used in the Federal Laws as the names of the governing bodies of the legal entity taking decisions on matters relating to the activities of the Company, and their joint presence for such decisions is called a «meeting».
Changes in decision-making methods at the General Meeting of Shareholders/Participants
The law now defines the following ways of decision-making at the General Meeting of Shareholders/Participants:
- at the meeting (respectively, in person);
- at the meeting, where voting is combined with absentee voting (some participants are present at the meeting in person, some vote by means of pre-sent ballots);
- at the meeting with remote participation (part of the participants is present at the meeting in person, part is present remotely by electronic or other technical means);
- Without meeting in person (absentee voting).
At the meetings where voting is combined with absentee voting – some participants are present at the meeting in person, some vote using pre–sent ballots, the annual reports and annual accounting (financial) statements may be approved.
At the meetings where voting is combined with absentee voting, the shareholders/participants are entitled to choose a convenient form of voting; however, in case of voting by ballot, the participant who sent the completed ballot has the right to attend the meeting but without right to vote. The receipt of ballots ends 2 days before the meeting date.
In case of joint-stock companies, the criteria are established when voting at a general meeting of shareholders must be combined with absentee voting:
1) in case of holding a general meeting of shareholders of the public company;
2) in the case of a general meeting of shareholders for a non-public company with 50 or more voting shareholders, as well as for other non-public companies whose charters allow for the combination of voting at the general meeting with absentee voting.
Changes in the preparation of the holding the meeting
In connection with the updating of the procedures for holding meetings of the General Meeting of Participants, the LLC law has been supplemented by the provisions on ballots, which apply to:
- absentee voting;
- meeting, which is combined with absentee voting;
- meeting with remote participation.
The requirements for voting ballots papers not yet been specified by the law. The same updated provisions on ballots are in force since 1 March 2025 and in the JSC law-voting by ballot will no longer depend on the number of shareholders.
Among other things, a rule has been added that the ballot requires the shareholder’s/participant’s signature.
The term «convocation» has also been modified – since March 1, 2025 it has been replaced by the term «preparation for holding» a meeting or absentee voting.
Minutes on the results of meetings and absentee voting in LLC
Minutes on meetings and absentee voting in the LLC are now also named differently depending on which mode of decision-making was chosen:
- Minutes on the results of meetings for decision-making by the general meeting of the participants of the company (if a meeting is held);
- Minutes on the results of absentee voting for decision-making by the general meeting of the participants of the company (in case of absentee voting).
Election of the members of the JSC’s board of directors
In 2025, the amendments were also extended to allow the members of the board of directors to be elected for a longer term than usual (not until the next annual meeting but until the third annual meeting).
Timing of proposals for the agenda of the annual meeting of shareholders/ ordinary meeting of participants
The proposals may still be put on the agenda by shareholders and participants themselves.
However, for the JSC, the timing of such proposals is detailed from 1 July to 31 January of the following year. A longer term can be set in the charter.
The participants of the LLC may propose additional questions in the agenda no later than 15 days before the meeting.
Recommendations of Marillion
- When holding a general meeting of the participants and/ or shareholders please follow the provisions of the legislation of the Russian Federation on LLC and JSC, taking into account the changes made;
- We advise you to amend the Company’s Charter, adapting it to the new legal provisions. The amendments to the Charter may be made either by adopting a new version of the Charter or by adopting a separate sheet;
- We advise you to adopt an internal document detailing the dates, procedures for convening and holding meetings of all formats, including those introduced by Federal Law № 287-FZ dated 08.08.2024.
The Marillion legal advisory team is ready to consult you on the issues covered by the present review more in detail, as well as to provide you with corporate secretariat services for the organization of a general meeting, preparation of the minutes on the results of holding a meeting of the company or similar decision of the sole participant of the company, as well as to adopt the charter of the company and local regulatory acts related to the changes in the legislation of the Russian Federation.
