Please be informed 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 ordinary meeting of company's participants or annual meeting of company's shareholders shall be held at least once a year.
Purpose of the meeting
The purpose of the ordinary meeting of LLC's participants is to approve the annual results of the company's activities, to approve the annual report and the annual balance sheet.
The following issues shall be resolved at the annual meeting of company's shareholders:
- election of the Board of Directors (Supervisory Board) of the company;
- election of the company's audit commission, 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 (declaration) of dividends).
| 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 the materials to be provided to the company's participants during the preparation to the ordinary meeting of company's participants or annual meeting of company's shareholders shall include, inter alia, an audit opinion based on the results of the audit of annual reports and annual balance sheets of the company (for public joint-stock companies, the conclusion of the internal auditor also shall be provided). Thus, if the company has an audit or it is mandatory by law, we recommend the audit report to be attached to the documentation for the meeting. |
Dates of the meetings
The date of the ordinary meeting of company's participants shall be established by the company's Charter. However, the earliest and the latest dates for the ordinary meeting of the company’s participants shall be determined in accordance with the Federal law.
The shareholders of the JSC and the participants of the LLC shall be informed about the meeting. The standard way is to send a registered letter. The Charter may specify other options (delivery of a notice under signature, sending by e-mail, publication of a notice on the Internet, etc.). As a rule, it shall be necessary to inform the shareholders about the meeting of a JSC no later than 21 days, and about the meeting of participants of an LLC - no later than 30 days.
In 2024:
- The ordinary meeting of LLC’s participants shall be held no earlier than 2 months and no later than 4 months after the end of the financial year.
- The annual meeting of the JSC’s shareholders shall be held no earlier than 2 months and no later than 6 months after the end of the reporting year.
Thus, unless the Charter of an LLC or JSC set a different (shortened) period, the following terms established for holding general meetings shall be applied:
- for an LLC: from March 1 till April 30, 2024;
- for a JSC: from March 1 till June 30, 2024.
We kindly ask you to note that for violation of the procedure for preparing and holding meetings, including violation of the deadlines for holding ordinary/annual meetings the administrative liability shall be established. According to Art. 15.23.1. of the Code of Administrative Offences of the Russian Federation, the fines for legal entities (both for JSC and LLC) will range from 500 000 to 700 000 rubles.
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Specifics of the meetings in 2024 |
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In 2024, the ordinary meetings of LLC’s participants and annual meetings of JSC’s shareholders can be held in a form of absentee voting (should the possibility of holding the meeting by absentee voting (by poll) be provided for by the Company's Charter). Companies subject to foreign restrictive measures may not create a board of directors until July 1, 2024 by decision of the general meeting of shareholders (participants). In this case, the functions of the Board of Directors (Supervisory Board) of a company shall be performed by the collegial executive body of such a company (if any), and in its absence - by the sole executive body of the company. However, the issues that constitute the exclusive competence of the annual (ordinary) meeting of shareholders (participants) of the company cannot be transferred to the decision of the executive body of the company. In 2024, it is permissible to elect members of the Board of Directors of a JSC for a longer period (until the 3rd annual meeting). |
