For two years now, legislation has granted joint-stock companies and limited liability companies the right to hold meetings of participants remotely. With this method of holding meetings, the presence of all participants (shareholders) of the company at the meeting venue is not required; it is sufficient to connect with electronic or technical means at the appointed time.

15.12.2023 The State Duma of the Russian Federation passed in the third reading the Law “On Amendments to Article 98 of the Federal Law ‘On State Control (Supervision) and Municipal Control in the Russian Federation’ and Certain Legislative Acts of the Russian Federation”, which extends the effect of special corporate measures. During 2024 it will be possible to hold general meetings of participants (shareholders) of LLCs and JSCs in absentia on the most significant issues, such as election of the Board of Directors, appointment of an audit organization (individual auditor), approval of annual reports (Art. 2 and 3 of Federal Law No. 25-FZ dated 25.02.2022 “On Amending the Federal Law “On Joint Stock Companies” and on Suspension of Certain Provisions of Legislative Acts of the Russian Federation”).

Forms of general meetings of LLCs and JSCs

Currently, there are two forms of holding general meetings: in-person meetings and absentee voting [1]. Holding a general meeting of participants remotely is classified as a form of meetings (joint presence of participants) and allows decisions to be made, including those that cannot be adopted when holding absentee voting on agenda items [2]. 02.03.2023 General meetings of participants of LLCs and JSCs: deadlines, requirements, decisions, notarial certification, fines.

Conditions

Article 181.2 of the Civil Code makes it conditional on meeting the following requirements to hold a general meeting in a remote format [3]:

  • It is possible to reliably establish the identity of the participant in the meeting;
  • Participants in the meeting have the opportunity to discuss the agenda items and vote on them.

In addition, to hold a remote general meeting, the possibility of its conduct must be fixed by the unanimous decision of the members of the civil-law community or by the charter of the legal entity [4]. Remote voting is also permissible using electronic and technical means. However, it should be noted that when using this form of meeting, there are a number of legislative restrictions and obligations (such as the preparation of voting ballots) that should be observed when choosing this form of meeting. It should be noted that presence at the place of holding the meeting in the case of a remote form is not required, so there is no need to choose and fix the place of holding the general meeting in the protocol.

Procedure

General requirements for holding a remote meeting of participants do not differ from the requirements for holding in-person meetings. The following actions are required to convene a general meeting: 1) make a decision to hold the meeting; the decision to convene a general meeting of participants is made by: – the executive body (Article 34 of the Federal Law “On Limited Liability Companies”); – the board of directors (supervisory board) – if such a body exists in the company and its charter assigns questions related to the preparation, convening and holding of a general meeting of participants to its competence (paragraph 10 of clause 2.1 of Article 32 of the Federal Law “On Limited Liability Companies”, clause 1 of Article 55, clause 1 of Article 64, paragraph 2 of clause 1 of Article 65 of the Federal Law “On Joint-Stock Companies”). 2) notify the participants of the meeting [5]; 3) provide access to documents related to the meeting for the participants [6].

Features of remote meetings:

Choosing a method for conducting a general meeting of participants.

If the members of the company have chosen a remote method for holding the meeting and such a possibility is provided for in the company’s charter or by unanimous decision of the participants, they are faced with the problem of choosing electronic and technical means that allow for the requirements of identifying the person participating in the meeting to be met. The list of such means is not established by legislation or judicial practice, so participants are free to choose the most suitable method for them. The main condition is to reflect the method of conducting the meeting in the charter or decision. [7].

Certificate of a decision made at a general meeting

According to Article 67.1 of the Civil Code of the Russian Federation, if the company’s charter or the decision of the general meeting of participants does not provide otherwise, the minutes of the general meeting of participants must be notarized (registered in the case of joint-stock companies). Notaries independently choose the method of confirming the holding of a remote meeting and the decisions taken at such meetings. Therefore, notarial practice may differ depending on the notary and the region of their activity [8]. In any case, in order to avoid the risk of disputes regarding the facts of decision-making on individual issues, it is recommended to record information using technical means (such as video or audio recordings of meetings).

Preparation of the minutes of the general meeting of participants held remotely.

It is legislatively established that the minutes of the general meeting must be drawn up in writing, including with the help of electronic or other technical means. [9]. Therefore, the minutes of the general meeting of participants following a remote meeting can also be drawn up in the form of an electronic document. However, it is recommended to make a copy of the minutes on paper with original signatures of responsible persons.

Our support

Our lawyers are ready to provide a full range of services on preparation, holding and registration of general meetings of LLCs and JSCs.

[1] Subparagraph 1 of Article 54 of the Federal Law “On Joint-Stock Companies”, paragraph 1 of Article 38 of the Federal Law “On Limited Liability Companies”.

[2] Paragraph 11 of Article 49 of the Federal Law “On Joint-Stock Companies”.

[3] Paragraph 1 of Article 181.2 of the Civil Code of the Russian Federation.

[4] Paragraph 1 of Article 181.2 of the Civil Code of the Russian Federation.

[5] Article 36 of the Federal Law “On Limited Liability Companies”, paragraph 1 of Article 52, subparagraphs 2 and 8 of Article 53 of the Federal Law “On Joint-Stock Companies”.

[6] Paragraph 3 of Article 52 of the Federal Law “On Joint-Stock Companies”, paragraph 3 of Article 36 of the Federal Law “On Limited Liability Companies”.

[7] Decision of the Arbitration Court of the Chelyabinsk Region dated July 9, 2021 in case No. A76-7280/2020.

[8] Letter from the Federal Notary Chamber dated 01.09.2014 No. 2405/03-16-3 “On the direction of a manual on notarizing the adoption of a decision by the general meeting of participants of a business company and the composition of participants who were present when it was adopted.”

[9] Article 181.2, Paragraph 3 of the Civil Code of the Russian Federation.

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