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 regular general meeting of limited liability company participants or the annual general meeting of joint-stock company shareholders must be held at least once a year.
Objectives of the meeting
The purpose of the regular general meeting of LLC participants is:
- to approve the company’s annual performance results;
- to approve the annual report and the annual financial (accounting) balance sheet.
At the annual general meeting of shareholders, the following issues must be resolved:
- election of the company's board of directors (supervisory board);
- establishment of the audit commission of the company – if its presence is mandatory according to the company’s charter;
- appointment of the company’s auditor;
- approval of the annual report and the annual financial (accounting) statements of the company;
- distribution of profits (including payment (declaration) of dividends).
Timing of the meeting
- From 1 March to 30 April for Limited Liability Companies
- From 1 March to 30 June for Joint Stock Companies
The company’s charter may stipulate shorter deadlines for holding the regular general meeting of participants.
Liability
Please be informed that evading the convening of a meeting or violating the procedure for its preparation and conduct entails administrative liability (article 15.23.1 of the Administrative Code of the Russian Federation). For legal entities (both for LLC and JSC), fines range from 500,000 to 700,000 rubles.
Peculiarities of holding the meeting in 2026
On 8 August 2024 the Federal Law No. 287‑FZ was adopted. Its amendments came into force on 1 March 2025 (with certain exceptions).
The amendments affected the procedure for holding general meetings of shareholders and general meetings of participants, deadlines and methods for decision-making: terminology was clarified, new methods for decision-making were introduced at the general meeting of shareholders/participants (remote participation, a meeting where in‑person voting is combined with absentee voting), changes were made to the the preparation procedure for meetings, and also approved other related updates.
Many of these changes have not yet been tested in practice in 2025, which may cause difficulties when holding the annual general meeting in 2026. Therefore, we recommend starting the preparation for the meeting in advance.
Please note that according to the legislative amendments meetings where in‑person voting is combined with absentee voting (some participants attend in person and others vote via pre‑submitted ballots) are permitted to approve annual reports and annual financial (accounting) statements.
Additionally, we would like to point out that in 2026 the amendments allowing JSC board members to be elected for a longer term than usual (not until the next annual meeting, but until the third annual meeting) have not been extended. Consequently, the general rule applies: JSC board members are elected for a term until the next annual general meeting of shareholders.
Recommendations from Marillion
When holding a general meeting of participants and/or shareholders, please follow the provisions of Russian Federation legislation on LLCs and JSCs, taking into account the recent amendments;
We advise you to update the company’s charter to align it with the new legislative provisions. Charter amendments can be made either by adopting a new version of the charter or by issuing a separate amendment document;
We advise you to adopt an internal document that specifies the deadlines, procedure for convening, and holding meetings in all formats, including those introduced by Federal Law No. 287‑FZ of 8 August 2024.
The Marillion legal advisory team is ready to provide more detailed consultations on the issues covered in this material, as well as to offer corporate secretariat services for organizing general meetings, preparing meeting minutes or equivalent decisions of a sole participant, and adapting the company’s charter and local regulatory acts to reflect recent changes in the legislation of the Russian Federation.
