Mandatory Annual General Meeting

We would like to remind you that according to Federal Law # 14-FZ “On Limited Liability Companies” (hereinafter referred to as “the Law”) a limited liability company (hereinafter referred to as “the Company”) shall annually conduct a General Meeting of the Company’s participants to approve the results of the Company’s activity for the past year.
The timing of the Annual General Meeting shall be determined by the Charter of the Company in accordance with the requirements of the Law. According to the Law, the Meeting shall be conducted not earlier than two and not later than five months after the yearly closuring (between March 01 and April 30).
The agenda of the Annual General Meeting shall include issues related to the approval of the annual reports and annual accounting balance sheets, distribution of net profits of the Company as well as other issues stipulated by the Law and the Company’s Charter.
According to the Law, the Company’s Executive Body shall be responsible for conducting the Annual General Meeting.

Also, please be informed that in 2009 a new article, 15.23.1 was included in the Administrative Offences Code (effective as of April 13, 2009). This article provides for responsibility of individuals, officers and legal entities with regard to the illegal denial of convening or the avoidance of convening the company’s General Meeting as well as violation of the legal requirements related to the procedure of convening, preparation and conducting the General Meeting of the company’s participants (item 11 article 15.23.1 of the Administrative Offences Code). The maximum amount of administrative fines to which the responsible persons are subject according to this article amounts to 30 000 rubles for officers and 700 000 for legal entities.

In accordance with the above, please be sure that the minutes of the General Meeting or the sole executive body resolution are prepared. Duly prepared documents will insure your company compliance with the Law and avoid unwanted consequences.

Emerging Markets Group is pleased to offer our services in complying with these requirements and in drafting the proper documentation according to your accounting data.


Olga Vorobyeva
Head of the Legal Practice
Olga Lobanova
Senior Legal Counsel. Auditor