Mandatory Annual General Meeting

Dear colleagues,

We would like to remind you that a limited liability company (hereinafter referred to as “the Company”) shall annually conduct an Annual General Meeting of the Company’s participants to approve the results of the Company’s activity for the past year. Moreover, the obligation to convene and conduct the next general meeting of participants is given to the executive body of the company.

The timing of the Annual General Meeting shall be determined by the Charter of the Company but not earlier than two and not later than four 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 annual reports and annual accounting balance sheets, distribution of net profits of the Company and may include other issues stipulated by the Law and the Company’s Charter, such as the approval of the following year’s audit company.   

We draw your attention to the fact that from December 25, 2019, the following requirements are imposed on the execution of decisions and (or) protocols drawn up as a result of the General Meetings of Company Participants:

  • The decision of the sole participant in the company must be notarized. In this case, notaries certify the authenticity of the participant’s signature.
  • An alternative (non-notarial) way of confirming decisions adopted by the General Meeting must be either regularized in the charter of the company, or in a notarized decision of the general meeting of participants of the company, adopted unanimously.

In accordance with the above, Emerging Markets Group is pleased to offer the support in the process of convening and holding the General Meeting, or in drawing up the minutes of the General Meeting (decision of the sole participant) of the Company. The availability of duly executed documents ensures that your organization complies with legal requirements and prevents possible adverse effects.

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.

We understand that the current situation with COVID-19 makes travel and meetings problematic but the quickly changing nature of the situation has not yet been reflected by amendments to the above requirements.   If you have questions with the above requirements (or any others), please do not hesitate to contact us. 

Please know that we continue to monitor the situation closely and will keep you informed about any legislative changes that may impact your business.