In accordance with the Law “On Joint Stock Companies” and the Law “On Limited Liability Companies”, mandatory annual meetings of shareholders (participants) are established, as well as the timing of such meetings.
In case the meeting is not actually held, it is important to prepare the documents in any case. Failure to comply with the requirements in terms of holding a general meeting, deadlines or procedure entails the imposition of administrative fines:
- On persons – in the amount of RUB 2 000 to 4 000;
- For officials (general director) – from RUB 20 000 to 30 000 (or disqualification for up to one year);
- On companies – from RUB 500 000 to 700 000.
Timing of the meetings:
- For joint stock companies (JSCs) – from March 1 to June 30, 2025
- For limited liability companies (LLC) – from March 1 to April 30, 2025.
Since 2016, there are two new ways of informing shareholders about the meeting, which can be stipulated in the articles of association: sending notifications by e-mail or SMS.
Also from 2017, if provided for in the articles of association, it is possible for shareholders to participate remotely in the Annual General Meeting through the use of communication technologies, e.g. by video call.
Also in connection with the amendments to the Federal Law dated 08.08.2024 N 287-FZ in March 2025, JSCs should take into account that the record of the broadcast of the meeting was included in the list of information to which the company is obliged to provide access to shareholders with at least 1% of voting shares. Amendments were made to the rules on informing shareholders about the meeting, preparation for its holding, quorum, ballots and minutes of the meeting. Thus, the minutes of the meeting must indicate the reasons why the meeting was not held (the grounds on which it was recognized as invalid).
When holding a meeting with remote participation, from September 1, 2027 it is necessary to reliably establish the person participating in the meeting remotely in a special order.
Please note that it is important to ensure that all procedures for organizing the meeting are properly executed and followed. These requirements also apply to companies with a single participant or shareholder.
We are pleased to offer our services to ensure compliance with all requirements and prepare the necessary documents.
Anna Morhova
Associate | TPG-Legla