Practical recommendations for holding general meetings of shareholders

The general meeting of shareholders (GMS) is the point of legitimization for key decisions: election of management bodies, approval of financial statements, dividends, approval of individual transactions.

Errors in procedure often prove more costly than disagreements on the merits: decisions are challenged, the regulator records violations, and the Code of Administrative Offenses provides for significant fines (in some cases, up to 500,000–700,000 rubles for legal entities).

Key stages and dates for meetings

Before holding a general meeting of shareholders, the following features, which often serve as grounds for liability, must be taken into account:

1. Notice of meeting/absentee voting:

The law strictly regulates the deadlines for sending shareholders a notice of a future meeting: no later than 21 days before the date of the meeting. In some cases, the law provides for earlier deadlines for sending notifications: 30 days in the case of reorganization and, in certain cases, 50 days. The notification must contain a mandatory list of information, such as the agenda, the date of the meeting, the procedure for reviewing materials, and the procedure for remote participation and identification.

2. Proposals for the agenda of the annual meeting:

Shareholders (≥2% of voting shares) submit proposals no earlier than July 1 of the reporting year and no later than January 31 of the following year, unless the charter specifies a later date.

3. Documentation of results:

The minutes of the general meeting must be drawn up within three business days. In addition to the minutes of the general meeting, a report on the voting results must also be prepared and communicated to persons entitled to vote within four business days of the date of the meeting.

The Bank of Russia’s practice highlights typical “errors” in corporate governance. These usually include delays/errors in notification, the absence of a specific website for publications in the charter, the failure of the board of directors to decide on the method of notification, and unjustified refusal to provide access to materials (including under the guise of “commercial secrecy”) [1].

Stages of holding a general meeting of shareholders:

1. Planning and setting the agenda
2. Setting the date of the meeting and the date for finalizing the list of attendees
3. Preparing the meeting notice
4. Preparing draft decisions
5. Holding the meeting and recording its results

Preparation of the agenda and draft decisions

1) Check the competence of the General Meeting of Shareholders on each issue and the “feasibility” of the wording (parameters, deadlines, responsible parties).

2) If voting depends on the status of preferred shares, confirm in advance the composition of voting shares and voting rights on a specific date.

Convening and submission of materials

1) Check the deadlines and method of notification against the charter; if the charter provides for a website, it must be specifically indicated.
2) Include all mandatory details in the notification, and in the case of remote participation, the access procedure and methods of identification.
3) Ensure access to materials within the specified periods and do not refuse access where required by law.

Conducting the meeting and counting the votes

1) Organize registration: verify the credentials of representatives, record the time of registration and the composition of participants.
2) At the beginning of the meeting, formalize procedural decisions (chair, secretary, rules of procedure) and confirm the quorum on issues.
3) Use the registrar/counting commission as a “procedural shield”: this reduces the risk of errors in quorum and counting.

Formatting results and distribution

1) Prepare the minutes of the general meeting no later than three business days after the meeting; check the details and signatories (special rules may apply for absentee voting and electronic minutes).
2) The chairperson and secretary should sign the voting results report and send it to those eligible to vote within 4 business days “by way of notification.”
3) Establish control for “formal defects”: Article 15.23.1 of the Code of Administrative Offenses of the Russian Federation covers violations related to the communication of results, quorum, counting, and minutes.

Addendum on personal data: mailings and shareholder lists involve the processing of personal data, so a legal basis, data minimization, and control over transfers to third parties are required; practice in 2025 demonstrates increased attention to violations (e.g., transfer without proper consent).

[1] Arbitration Court of the Moscow District, ruling dated September 29, 2025, No. F05-6096/2025 in case No. A40-182795/2024