Central Bank of the Russian Federation in corporate relations- a unique "source of law". On the one hand, most of its documents are advisory in nature, on the other hand, the consequences of violating such “recommendations” can be more than serious. Such a politely caring dad, at the same time, ready at any moment to scold a naughty child not only with a belt, but also with something heavier.

Therefore, we suggest that you take a close look at what the representatives of the Central Bank of the Russian Federation recommend that we do by the next general meeting of shareholders (hereinafter referred to as the GMS), and together think about how best to draw up documents confirming that you follow these recommendations.

Letter from the Central Bank of the Russian Federation regulates cases of holding general meetings of shareholders in the form of joint participation. Recall that this is only one of the possible forms of holding the GMS, provided for by the Law on Joint Stock Companies. It is a joint presence of shareholders to discuss agenda items, incl. the possibility of speeches, and making decisions on them (Article 47, paragraph 11 of Article 49 of the JSC Law).

The letter specifies certain requirements of the Corporate Governance Code (another “recommendatory” act of the Central Bank of the Russian Federation) in terms of creating the most favorable conditions for shareholders to participate in the general meeting, as well as providing them with the opportunity to express their opinion on the issues under consideration. In particular, the Central Bank of the Russian Federation specifically stipulates that the procedure for conducting a general meeting of shareholders (regulations) should provide for equal rights for participants in terms of the opportunity to speak at a meeting or ask questions to speakers. To this end, in preparation for the General Meeting recommended:

1. Analyze the attendance of shareholders at general meetings of shareholders for the previous 3 years. This is done in order to select a suitable venue for the GMS, taking into account the expected maximum attendance of shareholders.

2. Determine when preparing for the OCA its location and the manner in which it is organized in such a way as not to restrict or hinder access(passage) of shareholders to the place of registration for the meeting and directly to the premises intended for its holding.

3. Analyze the activity of shareholders at the AGM for the previous 3 years and determine the duration of the AGM, including based on the expected maximum number shareholders who may wish to participate in speeches and discussions on the agenda items of the meeting.

4. If the GMS provides for the possibility participation of shareholders in the discussion of agenda items via video conferencing - notify shareholders in preparation for the AGM.

Which JSCs are required to call on general meeting shareholders of the registrar? How to implement it? What will the registrar do at the meeting? What composition of the signatories in this case should be indicated in the documents: the minutes and the report of the counting commission, in the minutes of the meeting itself? It turns out that the requirements of the OFAS in this matter sometimes go beyond the requirements of the legislation and clarifications of the Bank of Russia. Details - in the article "Participation of the registrar in the general meeting of shareholders" magazine No. 11′ 2017

Of course, the approach to holding a general meeting of shareholders should be individual.

Enough a large number of Corporations created by privatization have hundreds, thousands, and even tens of thousands of small shareholders with one or two shares in the register, who have never taken part in their activities. Many of these shareholders have either forgotten their shares or are ignoring their rights. Some have already left this mortal world, but their heirs, for various reasons, are in no hurry to formalize the transfer of shares in the register of shareholders. At the same time, decisions in such corporations are made by 2-3 majority shareholders. Why does such a company need a large hall if 4-5 people come to the general meeting of shareholders?

On the other hand, there are modern JSCs, many shareholders of which strive to keep abreast of what is happening in the company, and large public JSCs, whose general meetings are arranged as a show with a free buffet and distribution of memorable gifts. Such companies require large premises to gather everyone who wants to listen to management reports and vote in person.

All this is understandable, and the recommendations of the Central Bank of the Russian Federation, of course, reflect the current practice. However, it is completely unclear from his letter how it is necessary to reflect in the documents of the society that these recommendations were taken into account?

However, before thinking about how to follow the recommendations of the Central Bank of the Russian Federation, let's think about whether this is necessary at all? If you want to minimize the risks - definitely yes. Of course, if the meeting is held in the regular mode, any confirmation that all the recommendations of the Central Bank of the Russian Federation were taken into account during its convening will not be required. But suddenly this time there will be an emergency? For example, will there be 2 times more shareholders than usual? Or will an attack by a corporate blackmailer begin against the organization and complaints will go to the Central Bank of the Russian Federation? You will definitely have to confirm with documents that even at the stage of convening the meeting you tried to take into account possible options development of events.

An analysis of the attendance and activity of shareholders should be carried out at the very first stages of preparation for the GMS. This should be done by the body that prepares for the CCA. According to sub. 2 p. 1 art. 65 of the JSC Law, this issue is within the competence board of directors(Supervisory Board). In companies with less than 50 shareholders - owners of voting shares, this may be another body determined by the charter (clause 1, article 64 of the JSC Law). Therefore, it is natural to conclude that the results of the analysis should also be reflected in the documents of this body - for example, in the minutes or minutes of a meeting of the board of directors. These issues can be considered both during the final meeting dedicated to the preparation of the AGM, and during one of the intermediate meetings. Arguments in favor of holding a separate meeting and, accordingly, fixing its results in a separate protocol:

• firstly, such recommendations should be taken into account when searching for premises, and this process is not very fast, therefore, it is necessary to offer them to the executive body as early as possible;
• secondly, even if the place of the meeting is known in advance (the building of the AO itself, for example) and the recommendations will be deliberately formal, during the meeting dedicated directly to the appointment of the GMS, a large number of issues are resolved. There is no need to load it with additional discussion of formal recommendations;
• thirdly, in a single document, the JSC will have a complete answer to the question of whether the organization has complied with the latest recommendations of the Central Bank of the Russian Federation on the preparation and conduct of the OSA (whether it “missed” them), while nothing more, for which they could “ catch on”, will not be in the protocol.

But a separate meeting is not necessary. Of course, the decision on when and what issues the board of directors will discuss is made by the board of directors.

Recall that the law requires a general meeting of shareholders to be held at least once a year. The required meeting is called annual, and any other meeting - extraordinary. The annual meeting of shareholders is held within the time limits established by the charter of the company. However, paragraph 1 of Art. 47 of the JSC Law defines the boundaries of this period: not earlier than 2 months and not later than 6 months after the end of the financial year.

A joint-stock company must approve the annual financial statements by the general meeting of shareholders, if the company's charter does not refer this to the competence of the board of directors / supervisory board (subclause 11, clause 1, article 48 of the JSC Law). However, in accordance with Part 2 of Art. 18 of the Accounting Law, reporting must be submitted no later than 3 months from the date of the end of the reporting period (calendar year). And it would be logical to represent tax authority financial statements that have passed all corporate procedures for their approval. Then the period of the annual general meeting of shareholders is narrowed to 1 month - March!

Scheme 1

Collapse Show

And the board of directors should decide on the organization of the annual general meeting of shareholders much earlier in order to send notices to its participants about the place, time and other aspects of its holding no later than 20 days before the meeting (clause 1, article 52 of the JSC Law).

Example 1 shows the minutes of the meeting of the board of directors, which reflects the implementation of the recommendations of the letter of the Central Bank of the Russian Federation of December 19, 2017 No. IN-06-28/60. It is a short version of logging:

• only whom they heard about (without fixing the course of the discussion) and
• decisions taken with voting results (without showing who voted how, and without any dissenting opinions).

If there is no conflict of opinions of the participants, then there is no point in reflecting the position of individual members of the collegiate body in the minutes. In any case, the degree of detail of the reflection of the discussion and decisions taken at the meeting is determined by its chairman, and the secretary only executes it.

In the standard format of the protocol, it is customary to first give a numbered list of agenda items, and then put the corresponding number and indicate for each item at least: who was heard about what, what was decided and how they voted for it. But in our situation, there will be only 1 question on the agenda “On determining the place and duration of the annual general meeting of shareholders” (marked with the number 1 in Example 1), and we will place the analysis that the Central Bank requires from us in the “HEARD” section (see . number 2 ibid.).

Article 52. Information on holding a general meeting of shareholders

• checked today
• law dated 01.01.2020
• entered into force on 01.01.1996

There are no new versions of the article that have not entered into force.

Compare with the version of the article dated 01/01/2017 07/01/2016 07/01/2015 01/01/2014 09/01/2013 06/09/2009 02/19/2007 01/01/2002 01/01/1996

The announcement of the general meeting of shareholders must be made no later than 21 days, and the notice of the general meeting of shareholders, the agenda of which contains the issue of reorganization of the company, no later than 30 days before the date of its holding.

In the cases provided for in paragraphs 2 and 8 of Article 53 of this federal law, the notice of holding a general meeting of shareholders must be made no later than 50 days before the date of its holding.

Within the time limits specified in paragraph 1 of this article, the notice of holding a general meeting of shareholders is brought to the attention of persons entitled to participate in the general meeting of shareholders and registered in the register of shareholders of the company, by sending registered letters or by delivery against signature, if other methods of sending ( publication) of such a notice is not provided for by the charter of the company.

The charter of the company may provide for one or more of the following ways of bringing the notice of the general meeting of shareholders to the attention of persons entitled to participate in the general meeting of shareholders and registered in the register of shareholders of the company:

• 1) direction email by the address Email the relevant person indicated in the register of shareholders of the company;
• 2) sending a text message containing the procedure for familiarization with the notice of the General Meeting of Shareholders to the number contact phone or to the e-mail address specified in the register of shareholders of the company;
• 3) publication in a printed publication specified by the company's charter and placement on the company's website specified by the company's charter in the Internet information and telecommunications network or placement on the company's website specified in the company's charter in the Internet information and telecommunications network.

The company must store information on sending messages provided for by this article for five years from the date of the general meeting of shareholders.

The notice of the General Meeting of Shareholders must contain:

The information (materials) to be provided to persons entitled to participate in the General Meeting of Shareholders in preparation for the General Meeting of Shareholders of the company includes the annual report of the company, the annual accounting (financial) statements, the audit report on it, the conclusion of the internal audit carried out in public company in accordance with Article 87.1 of this Federal Law, information about the candidate (candidates) to the executive bodies of the company, the board of directors (supervisory board) of the company, the counting commission of the company, the draft amendments and additions to the charter of the company, or the draft charter of the company in a new revisions, draft internal documents of the company subject to approval by the general meeting of shareholders, draft decisions of the general meeting of shareholders, information provided for in Article 32.1 of this Federal Law on shareholder agreements concluded within a year prior to the date of the general meeting of shareholders, conclusions of the board of directors of the company’s (supervisory board) on a major transaction, a report on interested-party transactions concluded by the public company in the reporting year, as well as information (materials) provided for by the company’s charter. If, in accordance with the charter of the company, the presence audit commission is mandatory, the specified information (materials) also includes information about candidates for the audit commission of the company, and in the cases provided for in paragraph one of paragraph 3 of Article 88 of this Federal Law, the conclusion of the audit commission of the company based on the results of the audit of the annual report, annual accounting (financial) company reporting.

Scroll additional information(materials), mandatory to provide to persons entitled to participate in the General Meeting of Shareholders, in preparation for the General Meeting of Shareholders, may be established by the Bank of Russia.

The information (materials) provided for by this Article shall be available to persons entitled to participate in the general meeting of shareholders, for familiarization in the premises executive body company and other places, the addresses of which are indicated in the notice of the general meeting of shareholders, and if it is provided for by the company's charter or the company's internal document regulating the procedure for preparing and holding the general meeting of shareholders, also on the company's website in the information and telecommunications network "Internet". The specified information (materials) must be available to the persons participating in the general meeting of shareholders during its holding.

The company is obliged, at the request of a person entitled to participate in the general meeting of shareholders, to provide him with copies of these documents. The fee charged by the company for the provision of these copies may not exceed the cost of their production.

If the person registered in the register of shareholders of the company is a nominal shareholder, the notice of the general meeting of shareholders and the information (materials) to be provided to persons entitled to participate in the general meeting of shareholders, in preparation for the general meeting of shareholders of the company, are provided in in accordance with the rules of law Russian Federation about valuable papers ah to provide information and materials to persons exercising rights under securities.

10.00 - 11.30 PROCEDURE FOR PREPARING, CONVENING AND HOLDING THE GENERAL MEETING OF SHAREHOLDERS IN 2017

New rules for preparing, convening and holding a general meeting of shareholders. New ways to inform about the meeting. New ways to vote in a meeting. Planned changes in regulation.

16.00 - 16.15 Coffee break 11.45 - 13.15 ROUND TABLE: TOPICAL ISSUES AND NON-STANDARD SITUATIONS AT THE SHAREHOLDERS MEETING

Current and contentious issues arising from the application of new rules, including:

• voting and counting of votes on the issue of consent to the transaction with interest;
• the procedure for consideration, voting and counting of votes on the issue of consent to commit big deal, which is also an interested party transaction;
• options for holding a face-to-face general meeting using information and communication technologies that allow for the possibility of remote participation without being present at the place of the meeting;
• the procedure for voting and counting votes in case of disproportionate voting on the basis of a shareholder agreement, etc.

13.15 - 14.15 Lunch 14.15 - 15.45 DOCUMENTS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

Annual report; report on transactions in which there is an interest; annual financial statements; auditor's report; audit committee report. Content and disclosure requirements.

15.45 - 16.00 Coffee break 16.00 - 17.30 VIOLATIONS WHEN CONVENING AND HOLDING THE GENERAL MEETING OF SHAREHOLDERS

Violations committed during the preparation and holding of the General Meeting of Shareholders. New rules for contesting decisions of the general meeting of shareholders. Judicial practice in cases of recognition of decisions as invalid. Administrative responsibility for violations committed during the preparation and holding of general meetings of shareholders: the procedure for identifying, the practice of involvement.

17.30 - 18.00 Answers on questions

The annual holding of the annual general meeting of shareholders is the obligation of a joint-stock company, which is enshrined in law. That is why there are strict requirements for the proper preparation of this event and its documentation. Let's try to figure out how to prepare for the general meeting and draw up its minutes.

Clause 1 of Article 47 of Federal Law No. 208-FZ of December 26, 1995 (hereinafter referred to as the Law) prescribes that an annual general meeting of shareholders be held. Requirements for the organization of this event are also specified in this legislative norm. Let's consider how to properly prepare for the general meeting of shareholders (hereinafter referred to as the GMS) and draw up its minutes.

Preparing for the annual OCA

OSA is supreme body society management. The frequency of meetings of shareholders is determined by the charter of the joint-stock company. However annual meeting must be carried out no earlier than two months and no later than six months after the end of the financial year.

Help: according to Art. 12 BC RF, the fiscal year is equal to the calendar year. Therefore, the timing of the GMS for 2020 is: 11/01/2017-06/30/2018.

During this event, the co-owners of the business address key issues that determine the future course of the entire company. Among them, for example:

• reorganization and liquidation of the company;
• change and addition of the charter;
• election of the board of directors;
• termination of powers of the board of directors;
• distribution of dividends;
• change in the size of the authorized capital.

The initiators may be the board of directors, company executives, shareholders or other persons who own at least 2% of voting shares in the company's charter capital.

The decision on the collection is made by the board of directors. This is evidenced by subparagraph 4 of paragraph 1 of Art. 65 of the Law. The board of directors also determines other details: the list of participants, date, time. The list of details is clearly defined in Art. 54 FZ-208. Responsibility for preparation also lies with the board of directors.

Formation of the list of participants and their notification

After the decision to hold the meeting is made, it is necessary to form a list of its participants. According to paragraph 1 of Art. 51 of the Law, it must be ready at least 25 days before the date of the event. If the issue of reorganization of the company is raised on its agenda, then this period will be 35 days. Participants must be notified at least 20 days before the scheduled date. If the agenda will address the issue of reorganization, this period is 30 days.

Notification can be made in various ways: by registered mail, in the media, on the company's website, by phone call or email.

Minutes of the annual general meeting of shareholders in 2020

A registrar or notary must be present at the GMS. Their role is to develop the scenario for the event and also to ensure that it is followed in full order. In fact, these specialists are managers. They may also be responsible for the preparation of the protocol.

According to Art. 63 of the Law, the protocol must be prepared no later than three days after the event. The protocol is prepared in duplicate, which must be signed by the secretary and the chairman of the meeting. Its content is regulated by the same article and clause 4.29 of the Regulations on holding meetings of shareholders (approved by order of the Federal Financial Markets Service of Russia dated February 2, 2012 No. 12-6/pz-n). The protocol must contain the following information:

• place and time of the event;
• the full name of the joint-stock company and its location;
• type and form of OSA;
• date of compilation of the list of participants;
• the total number of votes held by the owners of voting shares;
• the number of votes held by the participating shareholders;
• information about the chairman and secretary;
• agenda.

The minutes record the main theses of speeches, questions put to vote, its results and decisions taken. In addition, the time of the beginning and end of the counting of votes and the number of votes for each option are indicated. Decisions made must be certified by a notary.

The meeting of shareholders, scheduled or extraordinary, is held according to the rules that are enshrined in the law on joint-stock companies. What you need to know about convening a meeting and the procedure for conducting it.

When preparing materials, we use only information

Read our article:

The General Meeting of Shareholders is the supreme governing body of a PJSC or NAO. In his exclusive competence are decisions on key issues of the company, for example:

• conclusion of a major transaction if its value is higher than 50% of the book value of the JSC's assets;
• amending the articles of association;
• additional issue of shares;
• change in the authorized capital;
• reorganization or liquidation of a company, etc.

Attention! In 2019

Annual meetings are convened to approve the results for the past year, elect a new board of directors, etc.

The holding of the general meeting of shareholders is regulated by the norms of the Federal Law of December 26, 1995 No. 208-FZ "On joint-stock companies(hereinafter referred to as the JSC Law). To hold a regular or extraordinary meeting of business owners, you need to follow a few steps:

1. Make a decision to convene and hold a meeting. Set a place, date and time for the meeting.
2. Approve the list of shareholders who will take part in the meeting.
3. Notify meeting attendees in due course.
4. Hold a meeting. The meeting is accompanied by the execution of the minutes, which record the course of the meeting and all the decisions made.
5. Prepare the results of the meeting in accordance with the requirements of the law.

Step 1. The General Meeting of Shareholders is held on the basis of a decision on the need for a meeting

The meeting cannot be held without prior decision on it. To make such a decision is within the competence of the board of directors of the JSC (subclause 2, clause 1, article 65 of the JSC Law). In addition to making the decision itself, the council manages the preparation and holding of the meeting (subclause 4, clause 1, article 65 of the JSC Law). If a council has not been formed in a joint-stock company, all these functions are assumed by a person or body specifically indicated in the charter (clause 1, article 64 of the Law on joint-stock companies).

What to include in a decision to hold a meeting

The board of directors specifies all the important points in the resolution on the meeting. What kind of general meeting of shareholders to hold - annual or extraordinary; when, where and what time to organize a meeting, when to start registering participants. In addition, the decision specifies:

• when the list of participants should be ready;
• meeting agenda;
• how to inform attendees about the meeting;
• what is included in the list of information for participants;
• holders of what types of preferred shares can vote at the meeting.

The agenda depends on the type of meeting and the range of topical issues.

When to hold a meeting

What dates to hold the annual meeting are fixed in the charter of the JSC. The deadlines can be set within the limits from March 1 to June 30 (clause 1, article 47 of the JSC Law). For extraordinary general meetings, the rule applies: shareholders can hold a meeting within 40 days from the moment the request for it was received. Such a request may come from one of the business owners or from authorized persons. If a meeting is convened to hold elections to a collegial governing body, no more than 75 days must elapse from the receipt of the request for a meeting to the meeting itself (clause 2, article 55 of the JSC Law).

Download related documents:

Step 2. After the decision on the meeting is made, a list of shareholders who will participate in it is formed

The meeting was decided and the date was set. After that, a list of participants is formed. The list is compiled on the basis of the data of the register of shareholders by the registrar of the JSC (clause 1, article 51 of the JSC Law, paragraph 2, clause 1, article 8.7-1 of the Law on the Securities Market). The Board of Directors sends an order to the registrar to form a list (paragraph 2, clause 7.4.5 of the Regulations on maintaining the register of registered securities holders, approved by Decree of the Federal Securities Commission of Russia dated 02.10.1997 No. 27). The order indicates the date of completion of this list. It is determined taking into account the date of the decision on the meeting. The interval between two dates must be at least 10 days. By general rule, the list must be ready no later than 25 days before the meeting (clause 1, article 51 of the JSC Law).

If they are elected to the board of directors, no more than 55 days must pass from the date of drawing up the list to the meeting of shareholders. If the meeting is devoted to the reorganization of the joint-stock company, the date of completion of the list is set no more than 35 days before the meeting.

Step 3: Notifications are sent to meeting attendees

Shareholders must be notified of the upcoming meeting at least 20 days before the meeting, and if it is necessary to make a decision on reorganization, the owners are notified at least 30 days in advance. In some cases, it is necessary to notify shareholders 50 days before the meeting (clause 1, article 52 of the JSC Law). This period is set for cases where the meeting is devoted to:

• elections to the board of directors;
• reorganization issues;
• elections to the collegial governing body of the new JSC.

How to notify a meeting

Shareholders must be notified by registered mail or delivery against signature. At the same time, the charter of a JSC may contain other ways of notifying a general meeting of shareholders:

• through the media or the company's website;
• by email;
• by written communication over the phone.

Along with the notification, business owners are sent agenda items, documents required for familiarization, as well as ballots if voting will be carried out using ballots (Article 52 of the JSC Law, clause 3.1 of the Regulation, approved by order of the Federal Financial Markets Service of Russia dated February 2, 2012 No. No. 12-6 / pz-n.

Step 4. The General Meeting of Shareholders is managed by the Board of Directors

The meeting must take place on the appointed date and time. The board of directors (or another person specifically specified in the charter if the board does not function in the company) is responsible for observing the procedure for holding a meeting of shareholders. In particular, it is necessary:

1. Register all participants who arrived at the meeting. Does it counting commission or other persons (Article 56 of the JSC Law). During registration, the credentials of each participant in the meeting are checked (Article 57 of the JSC Law) and the fact of his arrival is recorded.
2. Determine quorum. This is also done by the counting commission. The quorum is determined according to the rules specified in the law (Article 58 of the JSC Law). Among other things, they take into account the will of shareholders who are not present at the meeting, but notified of their position no later than 2 days before the meeting.
3. Announce that the meeting has begun. The meeting is opened and conducted by the chairman of the board of directors or another person indicated in the charter (Article 67 of the JSC Law).
4. To voice agenda items and discuss them with shareholders. Amendments to the agenda can only be made if all shareholders are present at the meeting (Article 49 of the JSC Law).
5. Conduct a vote. Only registered members can vote. Vote by show of hands or otherwise. If voting is carried out using ballots, one of the options for each issue is noted in the document. The ballot must be signed by the shareholder or his representative.
6. Count the votes and announce the results of the meeting. The voting results are determined by the counting commission or the registrar if the meeting is held in a PJSC (clause 4, article 97 of the Civil Code of the Russian Federation). Decisions of the general meeting of shareholders are certified in accordance with the requirements of the law (clause 3 of article 67.1 of the Civil Code of the Russian Federation).

How to take part in the annual or unscheduled general meeting of shareholders remotely

You can participate in general meetings of shareholders, including annual ones, remotely. For this use modern technologies communications. Remote participants can discuss agenda items and vote if it is allowed by the charter (clause 11 of article 49, clause 1 of article 58, article 60 of the JSC Law). Voting of remote participants is provided by means of electronic ballots.

Step 5. The results of the meeting are reflected in the minutes

According to Article 63 of the JSC Law, the protocol on the results of the general meeting of shareholders is drawn up within three days after the meeting. The minutes are prepared in duplicate, the chairman of the meeting and the secretary must endorse both copies of the minutes. The protocol specifies:

Try free access for 3 days >>