INFORMATION MAIL

On the preparation and holding of the General Meeting of Shareholders

Joint Stock Company

In connection with the receipt of appeals relating to the procedure for the preparation and holding of general meetings of shareholders, the Bank of Russia reports the following.

Preparation, convocation and holding of the General Meeting of Shareholders are carried out in accordance with the Federal Law of December 26, 1995 N 208-FZ "On joint Stock Company"(hereinafter - the law), the Regulation on additional requirements for the procedure for the preparation, convocation and holding of the General Meeting of Shareholders approved by the Order of the Federal Financial Markets Service of Russia dated 02.02.2012 N 12-6 / PZ-H, the Charter of the Company, the Company's internal documents regulating the activities of the General Assembly Shareholders.

One of the forms of the General Meeting of Shareholders provided for by law is the joint presence of shareholders to discuss the issues of the agenda and decision-making on issues made to the vote (the general meeting held in the form of a meeting), which involves the possibility of a meeting at the meeting of persons, participating in it.

It should be noted that the code corporate governancerecommended for the application of the Bank of Russia from 10.04.2014 No. 06-52 / 2463 (hereinafter referred to as the Code), joint-stock companies are invited to create the most favorable opportunities for participation in the General Assembly, as well as the opportunity to express their opinion on the issues under consideration. In the course of the preparation and holding of the General Meeting, shareholders should be able to ask questions to the executive bodies and members of the Board of Directors of the Company, communicate with each other. The procedure established by the Company of the General Meeting Order should ensure equal opportunity to all persons present at the meeting, express their opinion and ask their questions.

Given the procedure for maintaining the general meeting of shareholders adopted as a joint-stock company, it should provide for persons participating in the meeting, equal rights in terms of the possibility of performing a meeting and discussion of the Agenda of the Assembly.

In order to ensure the implementation of its rights to participate, speech and vote at the general meeting of shareholders in the form of a joint presence in the preparation and holding of such a meeting, the Bank of Russia recommends joint-stock companies:

1. Analyze shareholders' turnout in general meetings of shareholders for the previous 3 years and make the choice of premises for the general meeting of shareholders, taking into account the intended maximum reporting of shareholders entitled to participate in the general meeting of shareholders.

2. To determine when preparing for the general meeting of shareholders, the place of its organization and the procedure for its organization in such a way as to prevent the possibility of restriction or difficulty of access (passage) of shareholders to the place of registration to the meeting and directly into the premises intended for its implementation.

When to start prepare for the annual meeting of shareholders? What preparatory stages need to be held before it? What legislation novels need to take into account this year? Answers to these questions - in the "EJ" material.

In connection with the approach of the season of the State 2017, many joint-stock companies traditionally have issues related to the preparation, convening and holding of the annual General Meeting of Shareholders. In addition, 2016 was rich in changes in the legislation, which touched upon the procedure for the convocation and holding general meetings of shareholders:

first, from July 1, 2016, a number of provisions of the Federal Law of June 29, 2015 No. 210-FZ related to the reform of corporate actions came into force. This law was substantially changed, in particular, the procedure for the preparation of a list of persons entitled to participate in the meeting was introduced additional opportunities for informing the shareholders on the conduct of the OSA, new ways of participation of shareholders in the OSA were added, etc.;

secondly, from January 1, 2017, federal law of 03.07.2016 No. 343-FZ came into force, which made changes to the regulation of issues related to major transactions and transactions in which there is an interest, in connection with which issuers There was a duty on the preparation of additional materials to the Shareholders Meeting.

So, consider the stages of the convening of the annual General Meeting of Shareholders in 2017.

Step 1. The shareholder management of the State Agenda and the Nomination of Candidates in the Offices and other bodies of the Company

Everything is traditional here: these proposals should be received from shareholders - owners of at least 2% of the voting shares no later than 30 days after the end of the reporting year (Part 1 of Article 53 of the Federal Law No. 208-FZ "On Joint-Stock Companies" further - the law on JSC). The Charter of the Company may provide for a later date.

At the same time, shareholders - customers of the nominal holders appeared additional "procedural" features.

First, these shareholders can send proposals and a list of candidates by traditional ways provided by the Regulations on additional requirements for the procedure for the preparation, convening and holding a general meeting of shareholders (approved by the order of the Federal Financial Markets Service of Russia of 02.02.2012 No. 12-6 / PZ-H), i.e:

by sending postal ties or through courier service at the address of the Company;

awarded to the authorities to the competent person of the Company;

directions in other way, if it is provided for by the Charter or other internal document of the Company.

To such a proposal, it is necessary to make an extract on the account of the shareholder's depot - the client of the nominal holder (p. 2.7).

Secondly, these shareholders can send proposals on the meeting agenda by giving instructions (instructions) to the nominal holder, whose clients they are.

Obviously, the second method is more economical. The nominal holder, which received instructions, sends a shareholder's proposal for the chain of nominal holders to the Company Registrar in the form of e-mail. Finally, the registrar brings the message before the issuer.

The offer on the agenda of the State, directed in this way, is considered to be obtained by the Company on the day of its receipt by the Company's registrar. Law (clause 6. Art. 8.7-1 of the Federal Law of 22.04.96 No. 39-FZ "On the Securities Market", then - Law No. 39-FZ) obliges the nominal holder to provide the registrar of the specified proposals not later than the date established by federal laws, To which they should be obtained, that is, no later than 30 days after the end of the reporting year, if the Company's Charter does not provide for a later date.

Step 2. Socialization by the Board of Directors of the Company (or EA in the absence of the Board of Directors) of the proposals on the agenda of the State

The Board of Directors of the Company should consider received proposals within five days after the expiration of the period specified in the Law (or in the Charter), to make a decision on them and within three days from the date of decision making to send it to shareholders (Part 5, 6 Article 53 of the Law about JSC).

The decision of the Board of Directors on the inclusion of issues and the list of candidates for the agenda or to refuse to include shareholders - customers of the nominal holder is also sent by the company "Cascade" method, that is, through the registrar with a nominal holder, whose client is a shareholder.

It is necessary to pay attention to that one of the most frequent grounds for making a decision on the refusal to incorporate the issues on the agenda of the State is non-compliance with the shareholders of the deadlines provided for for the introduction of these proposals. In particular, in judicial practice, you can find the opinion that if the last day of the period established to nominate candidates / issues on the agenda is not working, then the rules of Art. 193 of the Civil Code of the Russian Federation on transferred to his working day are not applied (see, for example, the Resolution of the FAS of the Volga-Vyatka District of 10.10.2007 in case No. A82-1491 / 2007-4).

In addition to the issues proposed for inclusion in the agenda of the General Meeting of Shareholders themselves, as well as in the absence of such proposals, the lack of or insufficient number of candidates proposed by shareholders for the formation of the relevant authority, the Board of Directors of the Company has the right to include issues on the agenda of the General Meeting of Shareholders and offer The list of candidates at its discretion (part 7 of Art. 53 of the Law on JSC).

Step 3. Covenate of the Board of Directors related to the preparation of the State

In connection with the entry into force of the provisions Federal Law From 29.06.2015 No. 210-FZ changed a list of issues that the Board of Directors consider when convocation of the state.

Part of these issues remained unchanged:

form of a state (meeting);

date, place, time of state;

the start time of the registration of persons participating in the state;

mailing addresson which filled bulletins can be sent (in case the voting is carried out by ballots);

agenda State;

the procedure for reporting to shareholders on the conduct of the state;

a list of information (materials) provided to shareholders when preparing for the State, and the procedure for its provision;

New questions for consideration by the Board of Directors in preparation for the State in 2017 will be the following:

the email address on which filled bulletins can be sent, and (or) the address of the site on the Internet, on which the electronic form of bulletins can be filled, in case such an opportunity is provided for by the Company's charter;

the date of determination (fixation) of persons entitled to participate in the state;

formulations of decisions on the agenda of the State of the State, which should be sent to electronic form (in the form of electronic documents) nominal shares issues registered in the Company's shareholders register;

type (types) of preferred shares, whose owners have the right to vote on the agenda of the State Agenda;

if the State Agenda includes the issue of obtaining consent to commit or subsequent approval large transactionThe Board of Directors also approves the conclusion of a major transaction;

if the JSC is public, the Board of Directors should also approve a report on concluded by the Company in the reporting year, in which there is an interest.

In parallel with the "technical" issues of the preparation of the State Board of Directors also consider such issues as:

the question of the preliminary approval of the annual report of the Company (approved at least 30 days before the state);

the question of the recommendations on the distribution of profits and losses of the Company based on the results of the financial year, and if the Board of Directors recommends the payment of dividends - also recommendations on the size of the dividend on the shares of society, the procedure for its payment and the proposal for the date to which persons with the right to receive dividends will be determined .

Consideration of these issues is possible at a separate meeting of the Board of Directors.

Separately, focus on the question of determining the date of fixation of persons entitled to participate in the state.

First, the approach has changed to define the specified date. This date cannot be established earlier than ten days from the date of decision on holding a state and more than 25 days before the date of its holding, and if the issue of the state's reorganization is included in the agenda, more than 35 days before the date of its (Part 1 of Art. 51 of the Law on JSC).

Secondly, the procedure has changed the formation of a list of persons entitled to participate in the State (Article 8.7-1 of Law No. 39-FZ).

The specified list is the recorder in accordance with the data of its accounting rights to securities and data obtained from nominal holders, which are open to the facial accounts of the nominal holder in the shareholder register. At the same time, not only the data identifying the shareholder of the nominal holder can be included in the list, but also information on how this shareholder votes on the agenda item.

This information is provided to the registrar with nominal holders no later than the date, which should be obtained by ballots.

Step 4. The conclusion of the contract with the registrar to the services of the Accounts Commission and the request to draw up a list of persons entitled to participate in the meeting on the specified date

In public joint-stock companies in accordance with paragraph 3 of Art. 67.1 of the Civil Code of the Russian Federation, the certificate of decisions of general meetings of shareholders can be carried out only by the registrar, and in non-public-like as a registrar engaged in the functions of the Accounts Commission and notary.

Step 5. Approve of the Statement of State and Related Information

Message about the conduct of the state to persons with the right to participate in the meeting, general rule communicates next time:

no later than 20 days before the date of the State;

if the agenda of the State Contains the question of reorganization - no later than 30 days before the date of the State.

In accordance with sub. 5 p. 3 Art. 66.3 of the Civil Code of the Russian Federation, the charter of a non-public joint-stock company may establish a different period of notification of shareholders on the conduct of the state.

At the specified time, the State party is sent to the following shareholders:

registered in the registry by sending registered letters or presenting under the painting, if other methods are not provided for by the Company's charter;

not registered in the registry - the "cascade" method, that is, society sends a message in electronic form to the registrar of the Company, the registrar is the nominal holder, and the nominal holder in turn - to its client.

The Company's Charter may provide one or more of the following ways of notification of shareholders registered in the registry and eligible for participation in the general meeting of shareholders, namely:

1) the direction of the e-mail at the address of the e-mail of the relevant person specified in the register of shareholders of the Company;

2) The direction of a text message containing the procedure for familiarization with the report on the general meeting of shareholders to the number contact phone or at the address of the email, which are listed in the register of shareholders of the Company;

3) Publishing in a certain charter of the Company's publication and placement on a certain Charter of the Company's Society Society on the Internet or placement on a certain charter of society Society Society on the Internet.

Note that the first and second methods are new ways of notifying persons entitled to participate in the General Meeting of Shareholders in preparation for the State in 2017.

In addition, new information was also added to the content of the state of the State, namely:

the email address on which filled bulletins can be sent, and (or) the address of the site on the Internet, on which the electronic form of ballots can be filled (if such methods of direction and (or) filing bulletins are provided for by the Company's charter);

the date on which are determined (fixed) persons entitled to participate in the state;

It should be noted that the completeness of the materials that society is obliged to provide to the state.

The standard list of materials, which includes an annual report, annual (financial) accounting reports and other materials, the legislator has added:

conclusion of the Board of Directors of the Company about a major transaction (if the agenda of the State Contains the question of agreement on the commission of a major transaction);

the report on prisoners by public society in the reporting year of transactions in which there is an interest.

Information must be available indoors. executive organ Society and other places whose addresses are provided in a report on the general meeting of shareholders, and if it is provided for by the Charter or internal document of the Company, regulating the procedure for the preparation and holding of the General Meeting of Shareholders, also on the Society website on the Internet.

If there is a nominal holder in the register of shareholders, then the information is also sent through the registrar of the Company with a nominal holder.

Step 6. The board of bulletins for voting to the state

Provisions of Art. 60 of the Law on JSC, providing for cases of voting by ballots and the preliminary direction of ballots for voting, also changed significantly.

If the law earlier obliging voting by ballots to the public company with the number of shareholders more than 100, and the preliminary direction of ballots (except in the cases provided for in the Charters) - joint-stock companies with the number of shareholders - owners of voting shares 1000 or more, now voting bulletins and preliminary newsletter The state should be carried out in the following cases:

public society (regardless of the number of shareholders);

non-public society with the number of shareholders - owners of voting shares 50 or more;

a non-public society, whose charter provides for the mandatory direction or presentation of bulletins.

Significant innovation is that the preliminary newsletter is provided for only for shareholders who are registered in the registry. To such shareholders of bulletins are sent no later than 20 days before the general meeting of shareholders in the following ways:

by registered mail;

in other ways, provided for in the Charter of the Company.

It should be noted that the law calls as another way of the direction of the newsletter, including the direction of e-mail at the address of the e-mail of the relevant person specified in the Company's shareholders register.

Shareholders - customers of the nominal holder The direction of ballots specified in the methods of the law is not provided. As noted above, society should send the nominal on-formulating issues in electronic formulation in electronic formulation.

This obligation corresponds to the provision that the voting of bulletins is equal to receiving a registrar of the Company from the nominal holder of reports on the will of persons who are customers of the nominal holder. These will be obtained should be obtained at least two days before the state.

If shareholders - customers of the nominal holder still want to vote traditional way, that is, a ballot for voting, personal persons Or their representatives will have to register for the State and get a newsletter or contact the newsletter in advance.

It should be noted that this is not the only innovation that concerns the method of participation of shareholders in the General Meeting. Societies should be borne in mind that in addition to the previous methods of shareholders participation in the State (register personally and send newsletters to society two days before the State), participating in the State will also be reckoned:

shareholders registered on the report on the state of the website on the Internet;

if such an opportunity is provided for by the charter, shareholders, the electronic form of whose bulletins is filled in the report on the state of the website on the Internet no later than two days before the date of the General Meeting of Shareholders;

if such an opportunity is provided for by the charter, shareholders whose bulletins are obtained in electronic form to the email address specified in the state of the State.

Thus, we considered the activities that society should hold a society for convening a state in 2017, while noting the main changes in legislation.

As a summary, it can be concluded that the procedure for preparing and conducting the state has become more technologically, first of all, by introducing new ways of notification of shareholders, the preliminary direction of ballots, the opportunity to participate in the general meeting of shareholders online. However, it should be noted that some innovative changes require making changes to the Charters, which deprives the public of the opportunity to use them in the current season of the State.

What changes occurred in the rules for holding the annual General Meeting of Shareholders in 2016-2017?

What questions should be included on the agenda of the annual meeting in 2017?

1. In 2017, there are rules for the preparation and holding of the annual General Meeting of Shareholders, which entered into force on July 1, 2016. From July 1, 2016, in the Federal Law of December 26, 1995 No. 208-FZ "On Joint-Stock Companies", the rules for holding the General Meeting of Shareholders were adjusted (hereinafter - the AO Law). These changes are relevant for 2017.

a) The general meeting of shareholders cannot be carried out without a prior decision on it. Such a decision is within the competence of the Board of Directors of JSC (sub. 2, paragraph 1 of Art. 65 of the Law on JSC). The Board of Directors decides on the meeting of shareholders, manages the preparation and conduct (sub. 4 of paragraph 1 of Art. 65 of the Law on JSC). If there is no board of directors, all these functions assumes a person or body specifically prescribed in the Charter (paragraph 1 of Art. 64 of the Law on JSC).

b) The Board of Directors indicates a decision on meeting all the important points. What exactly the general meeting of shareholders hold: annual or extraordinary. When, where and how much to carry out when you start registering participants. In addition, the solution determines: when the list of participants should be prepared; what is the meeting agenda; How to tell participants about the meeting; What is included in the list of information for participants; What types of preferred shares can vote at the meeting. The agenda depends on the type of assembly and the circle of topical issues.

c) The annual meeting of shareholders in 2017 should be carried out in the same dates as before. The deadlines when AO holds meetings is fixed in its charter, they can be established within March 1 to June 30 (paragraph 1 of Art. 47 of the AO Law). For extraordinary meetings, the rule is valid: they are carried out in a period of 40 days from the moment they demanded about the meeting. If you choose to the collegial governance, with the receipt of the collection requirement to the very meeting, not more than 75 days (paragraph 2 of Article 55 of the AO Law) should be held.

d) decision on annual Assembly Accepted the date determined. After that, form a list of participants. Set the readiness date of this list, taking into account the date of the meeting on the meeting. The interval between them must be at least 10 days. The list should be ready no later than 25 days before the assembly (paragraph 1 of Article 51 of the Law on JSC). If they are elected to the Board of Directors of JSC, from a decision on the meeting to the date of drawing up the list should not pass more than 55 days. The readiness date of the list is set no more than 35 days before the meeting, if the meeting is devoted to the reorganization of JSC.

e) In 2017, there are previous deadlines for the notification of shareholders about the upcoming Annual Assembly. It should be borne in mind that from July 1, 2016, a period of notification of shareholders decreased (clause 1 of article 52 of the AO Law), if the meeting will be devoted to: elections to the Board of Directors; reorganization issues; Elections in the collegial control body of the new JSC. In such cases, the notice of shareholders is not later 50 days before the meeting.

e) In 2017, the rules of notification of shareholders who began to work from July 1, 2016 were continued. Notify shareholders need to be registered or submitted under the painting. At the same time, other methods of notification of the General Meeting of Shareholders may be present in the Charter of AO: through the media or the Society website; by e-mail; written message on the phone.

7) In 2017, in general meetings of shareholders, including annual, can be participated remotely. For this use modern technologies communications. Remote participants can discuss the issues of the agenda and vote if this is allowed by the Charter (paragraph 11 of Art. 49, paragraph 1 of Art. 58, Art. 60 of the Law on JSC). Voting remote participants is provided with electronic newsletters.

h) according to Art. 63 of the Law on the AO Protocol of the General Meeting of Shareholders is issued within three days after the meeting. The protocol is prepared in two copies, the Chairman of the Assembly and the Secretary should depend on both copies of the Protocol. The protocol indicates: the date and time of the meeting, the agenda, the total number of votes, etc. In addition, in accordance with clause 4.29 of the Regulations on the implementation of meetings of shareholders (approved by the Order of the Federal State Unitary Enterprise of Russia of February 2, 2012 No. 12-6 / PZ- n), in the protocol must be attended: the full name of JSC and the place of its location; type of collection; form of assembly; Date of drawing up a list of participants; the number of votes for each of the voting options; The time to start counting votes, if the results of the voting of shareholders were informed immediately at the meeting. The decision of the meeting should be certified by the notary.

2. According to paragraph 2 of Art. 54, paragraph 1 of Art. 47 of the Federal Law of December 26, 1995 N 208-FZ "On Joint-Stock Companies" (hereinafter - the Law on JSC) on the agenda of the annual General Meeting of Shareholders should necessarily include questions about the election of the Board of Directors ( supervisory Board) society audit Commission (auditor) of society, approval of the Company's auditor, as well as issues provided by paragraphs. 11 p. 1 Art. 48 of the Law on JSC (on the approval of annual reports, annual accounting reporting, including reports on profit and loss (profit and loss accounts) of society, about the distribution of profits (including the payment (declaration) of dividends, except for profits distributed As dividends based on the results of the first quarter, half of the year, nine months of the fiscal year) and the Company's losses based on the results of the fiscal year.

Sergey Karulina, Vladislav Dobrovolsky,

How to spend another general meeting of participants

At least once a year, LLC participants must be directly involved in managing society, going to the next general meeting.

The general meeting of participants is higher organ Management in LLC (clause 1 of Article 32 of the Federal Law of February 8, 1998 No. 14-FZ "On Limited Liability Societies"; further - the law on OOO).

Lawyer Ltd. needs to know how to prepare a meeting, hold it and arrange its results so that later the decisions of the participants were invalid.

Attention: For violation of the requirements for the preparation and holding of a meeting, the organization and its officials May be fined.

Non-compliance with the requirements described below may result in recognition by invalidation of the general meeting of LLC participants, as well as the imposition of a fine on society - in the amount of from 500 thousand to 700 thousand rubles, on officials - in the amount of 20 thousand . up to 30 thousand rubles. (Part 11 of Art. 15.23.1 Administrative Code of the Russian Federation).

Attention: The Company's Charter may provide a special procedure for convening, training and conducting general meetings of participants, making them decisions.

This order may differ from what is established by law.

Wherein new order Not to deprive the participants in the right to participate in the meeting and receiving information (sub. 5 of paragraph 3 of Art. 66.3 of the Civil Code of the Russian Federation).

Terms and frequency of the meeting

The next general meeting of participants should be carried out on time defined by the charter, but at least once a year.

Thus, the next meeting is not always the annual meeting.

If the next meeting is scheduled to be held once a year, then it will need to approve the annual results of the Company's activities. The law establishes a special requirement for such a meeting (with such an agenda): it should be held from March 1 to April 30. However, in fact, the meeting is better to have time to spend no later than three months at the end of the year.

Situation: When it is better to conduct an annual general meeting to approve annual activities of LLC

To answer this question, it is necessary to take into account the requirements of not only the law on LLC, but also of the Federal Law of December 6, 2011 No. 402-FZ "On Accounting"; Next - Act of accounting.

Thus, the meeting should be carried out no earlier than two months and no later than four months after the end of the fiscal year (Art. 34 of the Ltd.).

The concept of "fiscal year" in the legislation is not defined. But the concept of "reporting year" () has been established. The reporting year is the calendar year - from January 1 to December 31 inclusive. Accounting reporting is drawn up for the reporting year. Thus, the financial year is understood by the reporting year, which in turn coincides with the calendar. So, the meeting should be held from March 1 to April 30.

But there is another requirement. Annual reporting must be submitted to the state statistian authority for three months at the end of the year (paragraph 2 of Art. 18 of the Accounting Act). At the time of the presentation, it must be approved by the General Assembly (paragraph 9 of Art. 13 of the Accounting Act).

To comply with this requirement, the meeting must be carried out no later than three months at the end of the year.

If the next meetings are scheduled to be held several times a year, then you need to specify which one would approve the annual results of activities. This meeting should also be carried out in the period called above.

Even if the LLC consists of one participant, it is necessary to comply with the deadlines for the approval of the annual results of the Company's activities ().

Approval of the annual results of LLC refers to the exclusive competence of the general meeting of participants ().

The procedure for the convening of the general meeting of the Company's participants is defined in the law on OOO. Also, individual requirements may be provided for by the Company's Charter.

The executive body of the Company (director or the board) prepares, convenes and holds the next general meeting of participants. These questions can be transferred to the Board of Directors, if it is directly consolidated in the Charter (hereinafter referred to as a person authorized to hold a meeting of participants, the director indicates).

Attention: From September 1, 2014, a company may have several directors. Powers to prepare, convene and conduct a general meeting of participants may be assigned to someone them on the basis of the Charter or other internal document of the Company.

This rule is set in paragraph 3 of Article 65.3 Civil Code RF.

The law allows to divide the powers of the sole executive body for several persons. At the same time, the society can independently decide exactly how they will act - together or independently of each other - and what powers will be performed by each of them.

Information about the presence of several directors must be in the register.

Notification of participants about the meeting

Not less than 30 days before the date of the meeting, the Director is obliged to notify each participant about it by registered mail to the address specified in the list of participants.

The charter may provide for more short term To notify the participants on the meeting (clause 4 of Art. 36 of the Law on OOO).

In addition, the Charter may provide for a different way to notify the participants of the meeting. For example, an announcement of this in a specific participants mass media (MEDIA).

It is better to send a letter notice with the declared value, the description of investment and a notice of the presentation.

By law, this is not necessary, but if the dispute arises, the society will have to prove that the participant was notified on the basis of the meeting (resolution of the FAS of the North-West District of April 2, 2009 in case No. A56-16863 / 2007). The investment describing will be confirmed that the participant was notified, and not any other correspondence or clean sheets (Resolution of the FAS of the Volga District of February 27, 2009 in case number A12-11698 / 2008). Judicial practice confirms that the evidence of the appropriate notification is the postage receipt on the direction of a valuable letter with the description of the investment (Resolution of the FAS of the Moscow District of March 31, 2011 № KG-A41 / 2517-11-P-1.2 in case No. A41-1635 / 10 and dated January 20, 2010 No. KG-A40 / 14003-09 in case number A40-44834 / 09-83-352).

If the Charter provides for a notification by registered mail, then for the formal compliance, the requirements of the Charter further to a valuable letter should be sent a customer with a notice of delivery. For a registered letter, an inventory embedding is not issued. This rule is established in paragraph 10 of the Rules for the provision of postal services, approved by the Order of the Ministry of Communications of Russia of July 31, 2014 No. 234, and in the list of species and categories of registered mailingsAction with the description of attachments, with a notice of presentation, with cash on delivery (approved by the order of the FSUE "Post of Russia" of July 6, 2005 No. 261).

Also considering that it is usually a few participants in Ltd., notifications can be sent with a courier. In this case, on the copy of the notification you need to get a marking of the addressee: Signature with decoding and receipt date.

Before sending notifications, it is necessary to check the relevance of the list of participants.

Perhaps, from the date of the last update of the list, some participants changed the address or the participants themselves changed, but information about it has not yet enacted society.

You can check the relevance by contacting the participants, especially those who have recently planned to make a deal to alienate a share. You can also get a fresh discharge from the register.

Otherwise, a controversial situation may arise if a participant will appear for the meeting, the information about which is not yet in the list of participants, or someone from the LLC participants does not recognize the meeting. A participant who has not been present at the meeting may apply to the court demanding to recognize the decision taken invalid.

It must be remembered that if the participant does not provide information on changing information about himself, society will not be responsible for damages caused in connection with this.

Situation: What should contain a notice of the next general meeting of participants

Notification must contain:

• meeting time (also we recommend to indicate the start time and end of registration of participants who arrived at the meeting);
• the place of the meeting. The notification must include the exact address of the meeting place, right up to the office, hall, etc. This confirms the judicial practice ();
• agenda of the meeting ().

In addition, the notice can be reminded to the participants that it is necessary to submit a passport or other identity document to register, and for participation in the representative of the representative, a proper proceeding is needed (paragraph 2 of Art. 37 of the Ltd.).

Notifications need to attach information and materials that meet the agenda. So, if the issue of approval of the annual activities of activities was put on the agenda, it is necessary to attach an annual report (and if necessary, the conclusions of the Audit Commission (Auditor) and the auditor on the results of the audit of annual reports and annual balance sheets of society).

Situation: When in front of the general meeting of the participants of the LLC, it is necessary to issue a conclusion of the Audit Commission and the audit conclusion

If the formation of the Audit Commission (the election of the auditor) is provided for by the charter or necessarily, the general meeting is not entitled to approve annual reports and accounting balances in the absence of the conclusions of the Audit Commission or the Auditor (clause, the Ltd Law).

In societies with more than 15 participants, the formation of the Audit Commission (Election of the Auditor) of the Company is mandatory (clause 6 of Art. 32 of the Ltd Law).

Attraction of the auditor must necessarily be provided for by law.

Cases of compulsory audit are defined in "On Audit".

In addition, in some cases, the obligation to conduct an audit is established by other laws, including:

• for developers - in the federal law of December 30, 2004 No. 214-FZ "On participation in equity construction apartment houses and other real estate objects and the amendments to some legislative acts Russian Federation»;
• for organizers of gambling - in the federal law of December 29, 2006 No. 244-FZ "On state regulation activities on the organization and conduct of gambling and the amendments to some legislative acts of the Russian Federation ";
• for organizers and lottery operators - in "On Lotteries".

If the question of the election of the Board, the Board of Directors, the Audit Commission (Auditor), then the notification needs to make information about candidates for these posts. If the question of making changes to the charter, we apply the draft change (additions) or the draft charter in the new edition. If you need to approve internal documents of the Company - we put their projects.

At the same time, the charter may provide for another procedure for familiarizing participants with materials.

Violation of the above rules can be the basis for recognizing the decision of the Assembly invalid (definition of you of the Russian Federation dated May 27, 2011 No. You-6214/11; Resolution of the FAS of the Central District of June 30, 2009 in case No. A62-5672 / 2008).

Situation: Is it possible to hold a general meeting of the participants of the Company outside the location of the Company

Yes, subject to certain conditions.

The law does not prohibit a meeting within the settlement (city, village, villages), which is the location of society, if the Charter does not provide for a specific meeting place.

Outside this settlement, the meeting can be held only on the condition that the participants will have a real opportunity to participate in it and such participation will not be burdensome for them (for example, due to the inaccessibility of the place, unjustified costs and other circumstances).

Otherwise, the meeting decision can be invalid. This indicates the Russian Federation in the decision of the Presidium of the Court of the Russian Federation of February 22, 2011 No. 13456/10.

If a specific meeting place is determined by the charter, the meeting should be carried out in this place.

Changing the initial agenda

Any participant in the Company has the right to make proposals on the inclusion on the agenda of the General Meeting of the Company's participants of additional issues at least 15 days before the meeting date. Such a term is set to the fact that after receiving proposals from the participants, the Director should consider them, make a decision on the inclusion of them on the agenda and notify other participants about additional matters.

Thus, if the participant's proposal came to society no later than 15 days before the meeting date, the additional question may be included in the agenda. If the offer comes later, the director will have the right not to include it in the agenda.

The charter may be provided for a shorter period for making proposals for the agenda (clause 4 of article 36 of the Law on LLC).

The director includes the agenda of the participant proposed by the participant if he refers to the competence of the general meeting of the participants and complies with the legislation, and it cannot change the wording of issues.

If an additional question complies with the established requirements, but the director did not include it on the agenda, the participant may judicially recognize such a decision to illegal and tend to incorporate the proposed issue on the agenda of the general meeting of participants (paragraph 21 of the Resolution of December 9, 1999. Plenum of the Supreme Court of the Russian Federation № 90, Plenum of the Russian Federation No. 14 "On some issues of applying the Federal Law" On Limited Liability Societies ""; Further, Resolution No. 90/14).

Situation: Do I need to notify the participants about the change in the initial agenda

Yes, be sure.

The director is obliged at least 10 days before the meeting date notify all participants in the Company about the agenda of the Agenda by registered mail (better - with a notice of delivery) at the address specified in the list of participants in the Company (paragraph 4 of paragraph 2 of Art. 36 Law on OOO). Since the inventory opens is not issued for custom letters, the departure can also be duplicated by a letter with an declared value with the description of the attachment and a notification of the presentation.

The charter may be provided for a shorter period for notifying participants about the agenda change (paragraph 4 of Article 36 of the Law on OOO).

Notice must contain additional issues included in the agenda. Notifications need to attach information and materials that meet the agenda.

Information and materials to be directed to participants within 30 days before the date of the meeting should be available to familiarize themselves to all participants of the Company on the location of the Director of the Company.

At the request of the participants, the Director provides copies of documents, their cost for participants may not exceed the cost of their manufacture.

In case of non-compliance with the procedure described above, the convening of the general meeting of the participants (the procedure for notifying the participants, the determination of the agenda of the meeting and other conditions) such a meeting will be eligible if all participants in the Company participate in it (paragraph 5 of Article 36 of the Ltd.).

Conducting a meeting

The procedure for holding the General Meeting of the Company's participants is defined in the Law on LLC. Also, certain requirements may be provided for by the Company's charter, internal documents of the Company or the solution of the meeting itself.

Attention:

This rule sets subparagraph 3

To keep it, you need:

• refer to the notary or
• take advantage of a different way of confirmation.

Notarial confirmation

Society is necessary:

• charter of the Company;
• );

Such a list is provided in part 3 by the Resolution of the Supreme Soviet of the Russian Federation of February 11, 1993 No. 4462-1 of the corporate agreement).

):

Other methods of confirmation

sub. 3 p. 3 Art. 67.1 of the Civil Code of the Russian Federation):

• in the charter or
• in solving the general meeting of participants, adopted unanimously. Thus, when considering one of the disputes on registration of changes in the Charter, the Arbitration Court of the West Siberian District indicated: "Since the decision to choose a different confirmation method by all participants of LLC ... unanimously, a notarized certificate of the protocol ..., signed by all participants in the Company, The case under consideration was not required "(Resolution of September 28, 2015 No. F04-23439 / 2015 in case number A27-2907 / 2015).

Examples of the position of the Charter

Shape of the meeting.The next meeting of participants is usually carried out in full-time, that is, with the convening of all participants, joint discussion of the issues of the agenda and voting. But the law allows him to hold it in absentia (surveying) in compliance with the requirements of the Law on LLC.

At the same time, the meeting on which the annual results of the Company will be approved, can be carried out only in full-time (paragraph 1 of Art. 38 of the Law on OOO).

Registration of arrivals of the Company. Registration is usually conducted by a director or other person appointed by him. Registration must be carried out before opening a meeting. In fact, it comes down to written fixing the fact of the arrival of a particular participant after checking its powers.

Situation: How to appoint a person who registers participants who arrived at the next general meeting

The decision of the Director on the instructions of a specific person to register arrivals to the meeting of the participants is better to issue an order or order (a different form of the Director's decision can be determined by the Charter or internal document of the Company, for example, job description general Director).

Subsequently, in the event of a dispute on the issue of participation in a meeting of specific participants, the registration list will confirm that the participant was present at the meeting, and the order would confirm that the participant's registration carried out is not accidental, and the authorized person. This face can also be called to court as a witness.

The formulation of the solution may be as follows:

"I order:

1. Lawyer LLC "Romashka" Lutinova Natalia Ivanovna to register participants who arrived at the extraordinary general meeting of the participants of the Romashki LLC, scheduled for February 15, 2012.

When registering, check the powers of the arrivals and fix the information about them in the registration list, the form of which is approved by this order.

Venue of the meeting: Moscow, ul. Builders, d. 25, of. 12.

Registration behavior time: 11: 30-12: 00.

The start time of the meeting: 12:00.

2. To approve the form of a list of registration in accordance with Appendix No. 1 to this order.

Annex to the order:

Registration list »

When registering arriving participants, you need to use a list of registration.

The form of such a sheet is not approved, but usually they indicate a date, time and place of the meeting, the start and end time of registration, FI. or the name of the arriving participants, passport details of participants (representatives). If the participant himself arrived at the meeting, and his representative, then the sheet is better to fix the details of the power of attorney. In the corresponding column, each participant (representative) puts a personal signature.

A completed list of registration will be an attachment to the protocol of the General Meeting of the Company's participants.

Unregistered participants are not allowed to vote (paragraph 2 of Art. 37 of the Law on OOO).

Participants of LLC have the right to take part in the meeting personally and through representatives.

The representative of the participant must submit a document confirming its proper powers. A power of attorney issued to the participant's representative must contain information about the representation and representative (name or name, residence or location, passport data) must be certified by the signature of the head and printing of the organization or certified by notarial (paragraph 2 of Art. 37 of the Ltd Law).

Participant LLC: the authority of the representative at a power of attorney is better to register in the most detailed as possible. Otherwise, it may not be allowed to vote, or the representative can go beyond the authority that he wanted to transfer the participant.

The person who registers the participants who arrived at the meeting: the law establishes that representatives of the Company's participants should present documents confirming their appropriate authority (paragraph 2 of Article 37 of the Ltd.). In this regard, the person who registers participants has the full right to demand from representatives to provide such documents.

It is necessary to carefully check the information indicated in the power of attorney, including:

• information about the principal and trusted person (including the compliance of the information specified in the power of attorney, passport data of the trusted person);
• the period for which a power of attorney is issued (if it is not specified, the power of attorney is valid for one year (paragraph 1 of Art. 186 of the Civil Code of the Russian Federation));
• the completeness of the authority (power of attorney should provide for the transfer of authority to participate in the meeting and voting on agenda items, as well as on the election of the presiding party. Power of attorney with general formulation (to represent the interests of the participant in all bodies and organizations) is not suitable).

A power of attorney or its certified copy must be preserved.

If his head acts from the participant who is a legal entity, he must also confirm his powers (certified copy of the Protocol or decision on its appointment (extract from it) or extract from the EGRUL). To avoid conflicts about this requirement, it is better to remind the meeting participants in advance.

Documents confirming the powers of the representative must be preserved.

In addition, the society itself can order statements from the register in advance of their participants to legal entities. In this case, the Company will know topical information about the leaders in such organizations.

At the same time, it must be remembered that after receiving such an extract, the head of the participating company can be re-elected. In this case, his authority will confirm the Protocol or decision to appoint it (extract from it), since changes to the EGRUL can not yet be made.

The power of attorney issued in the order of handover should be notarized (clause 3 of Article 187 of the Civil Code of the Russian Federation).

If the power of attorney has mistakes or inaccuracies and does not give a trusted person to submit a participant at the meeting, such a representative should not be allowed to vote.

Refusal to recognize the powers of the representative and in admission to the meeting can not be issued, the law of such a requirement does not establish. The Company is not responsible for the fact that the participant who was notified of the meeting properly did not take care of the Appendix at the meeting of the authorized representative.

Nevertheless, if the refusal is motivated and legal, it is better to reflect this in the Meeting Protocol: in section where persons who participated in the meeting and quorum can be indicated that persons were not allowed to participate in the meeting due to improper paperwork, confirming their powers to act on behalf of the participants.

The procedure for refusal to admit to the meeting of the Society can consolidate in the domestic document, for example, in.

Opening a meeting. The meeting needs to be discovered during, which is indicated in the notification of the meeting.

If all participants in the Company registered before the appointed time, the meeting can be open and earlier (paragraph 3 of Art. 37 of the Ltd Law).

Opens the General Director's meeting or chairman of the Board (paragraph 4 of Art. 37 of the Ltd.). If the meeting is convened by the Board of Directors (the Supervisory Board), it opens its chairman of the Board of Directors.

Situation: How to appoint the presiding at the meeting of participants

It must be chosen from among the participants.

The person who opens a meeting is conducting election of the presiding number of participants in the Company.

The decision on this issue participants takes by a majority vote from the total number of votes of participants who have the right to vote at this meeting. Each meeting participant has one voice.

The charter may provide for another procedure for the election of the presiding (paragraph 5 of Art. 37 of the Law on LLC).

Maintaining a meeting protocol. The maintenance of the protocol organizes the executive body of the Company (paragraph 6 of Art. 37 of the Law on OOO). This may be the general director or the Board, depending on whose competence, the Charter considers this issue. Directly lead the protocol may other person, for example, a meeting secretary, if such duties (by order of the Director-General or Management Board) will be entrusted.

Situation: How to make an authority of the secretary of the General Assembly

The law does not establish how to do it, so you can use in one of the following ways:

• enter B. regular schedule position "Corporate Secretary of the Company" and accept employee for her;
• secretary may appoint a general director by its order;
• the secretary can be elected when opening a meeting.

The position of "Corporate Secretary of the Joint-Stock Company" was introduced to the qualification directory of managers, specialists and other employees by the Order of the Ministry of Health and Social Development of Russia of September 17, 2007 No. 605 "On Amendments to the Qualification Directory of Managers, specialists and other employees." It defines official duties, necessary preparation and requirements for the qualifications of the corporate secretary.

However, the election of the secretary at the meeting will have greater importance compared to other options, since in this case the participants directly express their will and trust the maintenance and signing of the protocol to a specific person.

Decisions are made unanimously or by a majority vote. At the same time, the majority of votes are calculated from all votes of participants in the Company, and not only from the voices of those participants who are present at the meeting (). Thus, if participants who have a simple majority of votes (50% and one voice) from the total number of votes are not involved in the meeting, then it will be impossible to make a decision on one issue.

The decision taken on the issues not included in the agenda (except for the case when all participants were attended at the meeting), or without the participants needed to decide the decision, independently of the appeal of such a decision in court (clause 6 Art. 43 of the Law on OOO).

Decisions taken unanimously. Unanimously participants make decisions on the reorganization or liquidation of society, as well as in cases provided for in the Law on LLC.

On the issue of whether it is possible to expand the list of issues in the charter, the decision on which participants should be unanimously, judicial practice dispelled.

Decisions taken by a qualified majority.The decision on the issue of changing the Company's charter, including the change in the size of the Company's share capital, participants take at least 2/3 of the votes from the total number of votes of the Company's participants. The charter may be provided that to make a decision on this issue, a larger number of votes are needed.

In addition, the qualified majority participants make decisions on issues provided for in the Law on LLC .

Additional questions, the decision on which should be accepted by a qualified majority may be provided for by the Charter.

Decisions taken by a simple majority.Simple most participants make decisions on all other issues. In this case, the charter may be provided for that to make a decision on individual issues (for which, according to the law, a simple majority of votes) is needed by a larger number of votes.

The decisions that are adopted without the most necessary participants in the Company do not have the forces regardless of whether they were appealed in court (paragraph 6 of Art. 43 of the Ltd.). This is confirmed by judicial practice (paragraph 24 of Resolutions No. 90/14; Resolution of the FAS of the Moscow District dated June 30, 2011 No. KG-A41 / 4489-11 in case No. A41-10523 / 09).

Participants make decisions with open voting, that is, the choice of participants is not hidden, they can see how other participants vote. At the same time, the charter may be provided for another order of voting, for example, bulletins. The law does not oblige participants to vote with ballots, but in the event of a dispute, it will completely eliminate the participant's opportunity to refer to the fact that he voted in a different way or at all did not participate in the meeting.

Situation: If a counting commission has been created in society, who can perform its functions

The functions of the Accounts Commission can be performed by the Chairman of the Assembly, the secretary or other person authorized to this.

This question can be settled in the Regulations on the General Meeting of the participants.

If the internal document of society is not settled, then a particular person can be authorized by the Order of the Director General or the decision of the General Meeting of the participants.

Cumulative voting.On issues of election of members of the Board of Directors (Supervisory Board), members of the Collegial Executive Authority (Board) and (or) members of the Audit Commission, you can conduct a cumulative vote. Such an order of voting should be enshrined in the Charter (paragraph 9 of Art. 37 of the Ltd.).

Situation: how to conduct cumulative vote

2. Each participant at its discretion gives the votes that he has chosen to them candidates. At the same time, he can give all the voices for one candidate, and distribute them to several candidates.

3. Candidates who have received the greatest number of votes are considered elected to the appropriate position.

In case of challenging the decision of the General Meeting of the Participants, the court may, taking into account all the circumstances, to leave the following decision, if the participant's voting submitted a statement could not influence the results of the voting, the violation of the violation is not significant and the decision did not affect the loss of the Company's participant (paragraph 2 of Art. 43 of the Law on OOO; Abs. 4 of paragraph 22 of Resolution No. 90/14). The significance of the violation of the court determines at its discretion.

Sergey Karulina,chief Legal Counsel of OJSC Register, Vladislav Dobrovolsky,candidate of legal sciences, author of the course of practical jurisprudence "algorithms of law" (www.dobrovolskii.com), in 2001-2005 - Judges of the Arbitration Court of Moscow

How to make a decision of the General Meeting of Participants LLC

Failure to comply with the requirements for the design and content of the decision of the General Meeting of Participants in aggregate with other circumstances often becomes the basis for the cancellation of the meeting decision. The company's lawyer needs to ensure that in the event of a corporate conflict, the decision made it impossible to recognize invalid.

Attention: From September 1, 2014, it is necessary to confirm the fact that the general meeting of participants has decided, and the composition of the participants present at the same time, it is necessary to confirm in a notarial or other order.

This rule establishes subparagraph 3 of paragraph 3 of Article 67.1 of the Civil Code of the Russian Federation.

To keep it, you need:

• refer to the notary or

If this is not done, the decision of the meeting will be considered insignificant (paragraph 3 of paragraph 107 of the Resolution of the Plenum of the Supreme Court of the Russian Federation of June 23, 2015 No. 25 "On the applications of the courts of some provisions of section I of the First Civil Code of the Russian Federation").

At the same time, the rule of confirmation does not apply to cases when the decision accepts:

• general meeting of participants by absentee voting or
• the only participant of the Company.

Notarial confirmation

Society is necessary:

• invite notaries to where the meeting will be held, or
• to agree with the notary to hold a meeting directly from it (for example, in a notary office).

At the same time, the notary should be submitted to the following documents:

• charter of the Company;
• internal document of the Company, which establishes the procedure for holding a meeting (for example, a provision on the general meeting of participants);
• the decision to hold a meeting and approval of the agenda;
• a document confirming the powers of the apployment to the organization's organization (if they are not followed from other submitted documents).

Such a list is given in part 3 of Article 103.10 The foundations of the legislation of the Russian Federation on the notary approved by the Resolution of the Supreme Soviet of the Russian Federation of February 11, 1993 No. 4462-1 (hereinafter referred to as the basis of the notary legislation). True, this list provides for another item - "other documents necessary to determine the competence of the legal entity management authority and a quorum of a meeting or meeting". Therefore, it is possible that the notary will require additional documents (for example, information on the presence of a corporate agreement).

Following the results of the General Meeting, the notary issues a certificate (part 1 of Art. 103.10 The Fundamentals of Legislation on Notary):

• about the certificate of the fact that the meeting decided;
• about the composition of the participants present at the same time.

Other methods of confirmation

The law allows not to execute a notarial certificate requirement if the participants have provided another way of confirmation (sub. 3 of paragraph 3 of Art. 67.1 of the Civil Code of the Russian Federation):

• in the charter or
• in solving the general meeting of participants, adopted unanimously.

Under a different confirmation method, it is meant:

• signing the protocol by all or individual participants in the Company;
• using technical meansallowing to reliably establish a decision of the decision (audio, video, etc.);
• other methods that do not contradict the law (the law does not establish any restrictions).

Thus, participants can choose how to confirm the decision making and the composition of the participants. In fact, there are the following options:

• decide on making changes to the Charter, consolidating the most convenient procedure for confirmation (for example, the assurance of the protocol of the Chairman and the Secretary of the Assembly, which are participants in the Company);
• make decisions on a confirmation method every time a general meeting. This method is applicable if participants are always assembled in full;
• contact notary so that he confirms the decision of the participants' meetings and the composition of the participants.

Formally, the requirements of the law will be compliance with another option: you can hold a meeting on which all participants in the Company will be present, and it is unanimously to decide on the confirmation method (without making changes to the Charter). In this case, the subsequent meetings will no longer need one hundred percent participants, in decisions it will be possible to simply make a link to this protocol and apply a copy of it.

However, the Court may interpret the law in another way - that the confirmation method should be provided specified in that decision confirmed. To avoid disputes, it is better not to use this method until the judicial practice on this issue is.

In general, the requirement to attract the notary is directed against the falsification of decisions. His presence makes it difficult to the process of fake. When substitting a protocol using a notary printing, it is enough to prove only the fact that the notarial action is not in the registry of the notary.

On societies, in which solutions receive a single participant, these requirements do not apply, since they are established only in relation to meetings.

Examples of the position of the Charter

Confirmation of signatures of all participants

4.2. In accordance with paragraph 3 of Article 67.1 of the Civil Code of the Russian Federation, adoption by the General Assembly of the Company's participants and the composition of the participants of the Company present during its adoption are confirmed by the signing of the Protocol by all participants present at the meeting.

Confirmation of individual participants

4.2. In accordance with paragraph 3 of Article 67.1 of the Civil Code of the Russian Federation, adoption by the General Meeting of Participants in the Company's Society and the composition of the participants of the Company present at its adoption is confirmed by the signing of the Protocol by the Chairman and the Secretary of the Assembly, which should be parties to the Company.

Confirmation using technical means

4.2. In accordance with paragraph 3 of Article 67.1 of the Civil Code of the Russian Federation, adoption by the General Assembly of the Company's Company's participants and the composition of the participants in the Company who were present during his adoption are confirmed by video recorded during the meeting. Video CD is attached to the protocol.

Confirmation in a different way (signatures of individuals)

4.2. In accordance with paragraph 3 of Article 67.1 of the Civil Code of the Russian Federation, adoption by the general meeting of the participants in the Company's Society and the composition of the Company's participants who were present in his adoption are confirmed by the signing of the Protocol by the Chairman and Secretary of the Assembly. Articles 181.2 of the Civil Code of the Russian Federation.

Thus, the protocol of the General Assembly of the LLC participants held in full-time must contain the following information:

• date, time and place of the meeting;
• information about the persons participating in the meeting;
• information about persons who voted against the decision of the meeting and demanded an entry on this to the Protocol.

The protocol of the General Assembly of LLC participants conducted in correspondence form must contain the following information:

• the date that documents were accepted containing information about the voting of members of the civil-law community;
• information about the persons participating in the voting;
• voting results for each issue of the agenda;
• information about persons who conducted counting votes;
• information about the persons signed the Protocol.

In addition, the law contains some instructions for individual cases, in particular, to decide which participants approve a major transaction or a deal with interest.

In addition to the specified mandatory information, other information can also be included in the protocol.

Requirements for the issuance of the Protocol of the General Meeting of Shareholders are established in the Federal Law of December 26, 1995 No. 208-FZ "On Joint-Stock Companies" (hereinafter - the Law on JSC) and

date of the meeting;

the address in which the meeting is held;

meeting agenda;

the start time and time of the end of the registration of persons entitled to participate in the meeting;

the opening and closing time of the meeting;

the number of votes possessed by persons who had the right to participate in the General Meeting, for each issue of the meeting on the agenda;

the number of votes possessed by persons who took part in the meeting, on each issue of the meeting on the agenda, indicating whether the quorum had a quorum on each issue;

the number of votes given for each of the voting options ("for", "against" and "abstained"), for each issue of the Agenda of the meeting, according to which there was a quorum;

formulations of decisions taken by the meeting on each issue of the Agenda of the Assembly;

the main provisions of the speeches and the names of the people who came to each issue of the meeting on the agenda;

chairman and Secretary of the Assembly;

a person counting the voice;

the date of the protocol.

Situation: What are the consequences of registration of the protocol of the General Assembly of the LLC participants in free form without compliance with the requirements established for joint stock companies

The decision of the meeting can be invalid (sub. 4 p. 1 of Art. 181.4 of the Civil Code of the Russian Federation).

Thus, if all participants in the Company have decided unanimously and will not change their position in the future, documenting the solution in free form will not entail negative consequences.).

Thus, the society may have the need to prove the participation of a displeased participant in the General Meeting, the presence of a quorum, confirm the agenda or the results of the voting. This will make it much easier if the meeting protocol was properly designed. In addition, the position of the Company will strengthen the document confirming that the participant has been registered (for example, a list of registration).

Example from practice. The court refused to recognize the invalid decisions of the Assembly adopted in the absence of plaintiffs, since it was documented that the plaintiffs arrived at the meeting, but then they were unreasonably left him

Citizen B. (Member of the Company) appealed to the court with a claim to society LLC "L." and a citizen of M. on recognizing invalidation of the general meeting of the participants of the Company, decorated by the Protocol of August 30, 2009.

As established by the court, all participants of the Company came to the appointed time for the meeting. This was fixed in the registration sheet (if the registration list is not compiled, this data can be specified in the protocol). Thus, the quorum was.

Participants in the company Citizen C. and representatives of citizen B. After arriving at the meeting, refused to take part in him and left the meeting place. Voting on agenda items were carried out without them.

In the future, a citizen B., whose representatives left the meeting, appealed to the court demanding to recognize the decision of the meeting invalid, since it was taken without the participation of its representatives and a citizen of C., and therefore, in the absence of a quorum and in violation of current legislation.

However, the courts of the first, appeal and cassation instance, based on the protocol of the general meeting of participants and a list of registration, refused to satisfy the claims, indicating that all participants in the Company arrived at the meeting. The fact that Citizen C. and representatives of Citizens B. without sufficient reason to have left the meeting, does not mean that the decision could not be accepted (Resolution of the FAS of the Volga-Vyatka district of June 4, 2010 in case number A29-10289 / 2009 The definition of you of the Russian Federation dated September 30, 2010 No. You-10372/10 denied the transfer of the case to the Presidium of the Russian Federation to revise in the order of supervision).

Example from practice. The late meeting of the participant does not deprive his right to vote on the agenda items, the decisions on which are not yet accepted. Decisions taken taking into account the votes of such a participant are not invalid

Citizen B-C appealed to the court with a lawsuit to LLC "A.", a citizen N. and a citizen of the city of recognition of the decision of an extraordinary general meeting of the participants of the Company dated February 12, 2009 invalid.

As established by the court, not all members of the Company appeared to the appointed time for the meeting, citizen Br Late, and decisions on the first two issues of the agenda were taken without it. Upon arrival at the meeting, he participated in the voting on the third and subsequent issues of the agenda, the data was made to the Protocol.

After some time after the meeting, a citizen of B-C decided to challenge the decision, a pleasant meeting on the third issue of the agenda. The Citizen B-C claims that the BN citizen had no right to vote on the third issue of the agenda, since he was late for registration, which was held before the meeting, and for the decision on the third issue, the remaining participants lacked the votes.

However, the courts of the first, appellate and cassation instance, based on the protocol of the General Assembly, refused to indicate that a citizen B-H was entitled to take part in the meeting and vote when deciding on a third matter. Thus, the contested decision was made in compliance with the current legislation, that is, in compliance with the established rules for a quorum for voting (Resolution of the FAS of the North-Western District of March 4, 2010 in case No. A56-24028 / 2009).

Example from practice. Since the plaintiff participated in the meeting and voted "for" the contested decision, he is not entitled to challenge him

Citizen B. appealed to the court with a suit to a citizen G., LLC "I.", MIFNS of Russia No. 15 in St. Petersburg on the recognition of an invalid agreement of the contract dated May 3, 2007, the purchase and sale of shares in the authorized capital of the Company; On invalidation of the decision of the General Assembly of the Company's participants decorated by the Protocol of May 4, 2007 No. 6; On the recognition of invalid the Changes made to the Charter of the Company No. 3, approved by the Protocol of May 4, 2007 No. 6; about recognizing invalid records to the register about making changes to legal entitycontained in the register associated with making changes to constituent documents.

At the extraordinary general meeting of the participants held on May 3, 2007, participants (Citizen B., Citizen B. and OOO O.Kh.) decided to sell his share to a citizen of the city, also invited to the meeting. At the same time, the participant of the company Citizen B. kept part of his share of 10 percent of the authorized capital of the Company. Thus, the community was new participant Citizen G., his share was 90 percent of the authorized capital, and a previous participant remained a citizen B., his share was 10 percent of the authorized capital. The decision was made unanimously, the voting results are reflected in the protocol.

Participants in the Company's citizen and a citizen B. May 4, 2007 held a meeting and decided to make appropriate changes to the constituent documents and the EGRUL. The decision was made unanimously, the voting results are reflected in the protocol.

After some time, a citizen B. decided to challenge the previously made decisions on the sale of shares and making appropriate changes to the constituent documents.

The court refused to satisfy the requirements.

Based on the protocols of general meetings of the participants, the court concluded that the plaintiff voted "for" the adoption of decisions contested by him, and therefore, did not have the legal right to challenge such decisions in court in accordance with paragraph 1 of Article 43 of the Ltd Law (Articles 43 The Law on LLC is not a person who has the right to challenge the decision of the General Meeting of the Company's participants, since he took part in the voting at a meeting of May 24, 2010 and did not vote "against" the contested decision (Resolution of the FAS of the Volga-Vyatka district from April 29, 2011 G. in case number A82-6384 / 2010).

Compliance with the requirements for the content of the protocol is especially relevant to Ltd. with a large number of participants.

The more participants in the society, the more difficult it will come to a general solution that suits everyone. The risk of challenging the solution in this case increases significantly.

Signature protocol

The meeting protocol signs the presiding and secretary (paragraph 3 of Art. 181. 2 of the Civil Code of the Russian Federation). However, in this case, there is a risk that society will not be able to document the fact of participation in the meeting of a specific participant if he some time after the meeting decides to challenge the decision in court and will declare that he was not attended by the meeting or voted against the adopted solutions.

To reduce the risk of challenging the decision, you can collect on the protocol of the general meeting of the signature of all those present participants, although the law does not oblige it. It should be borne in mind that the protocol of the assembly can not be manufactured immediately after the meeting, in addition, the participant may refuse to sign it.

Even more efficient can be the use of ballots for voting. This completely eliminates the participant's opportunity to refer to the fact that he voted in a different way or did not participate in the meeting at all. The obligatory order of voting by ballots can be provided in the Regulations on the General Meeting of Participants.

Attention: The burden of proving the fact that the participant was present at the meeting lies in society.

One of the most common arguments of the participants of the LLC who want to challenge the decision taken by the General Meeting is a reference to the lack of a quorum. And the cause of the absence of a quorum may be, in particular, that the participant who challenges the decision was not present at the meeting. If the participant leads such an argument, it does not need to prove that it really was not at the meeting. The courts come to the conclusion that in such a situation of itself, LLC is obliged to prove the fact of the participant's presence at the meeting.

Example from practice. The court recognized the decision of the meeting invalid, as the Company did not prove the fact of the presence of the plaintiff at the meeting, and in the absence of the plaintiff, the meeting was not entitled to make a decision

Citizen A. appealed to the court with a claim to OOO M. and to the Ministry of Internal Affairs of Russia No. 15 in St. Petersburg on the recognition of invalid decisions of the general meeting of the Company's participants dated October 4, 2004, Decisions of the MIFNS No. 9 in St. Petersburg dated December 27, 2004 on amending the legal entity contained in the register, associated with amending the constituent documents of the Company and the obligation tax Inspection Make to the register appropriate changes in information about society.

On October 4, 2004, a citizen A. and Citizen S., who own 50 percent of the authorized capital of the Company, conducted an extraordinary general meeting, on which it was decided to make changes to the constituent documents.

After some time, a citizen A. decided to challenge the decision made in court, referring to the fact that he did not participate in the General Meeting, and therefore there was no quorum to make a decision.

The court satisfied his demand.

Having considered the protocol of the General Assembly, the court indicated the following. Although the Protocol indicates that a citizen A. attended the disputed meeting of the participants, the protocol does not contain the time and end of the registration of arrivals, does not contain a signature of a citizen A. Nor in the introductory part of the Protocol, neither by the results of voting on the agenda. Finally, the registration list was not issued.

The burden of proving the fact that the participant was present at the meeting, lies in society, but it did not confirm this fact.

Since in the absence of a citizen A. Citizen S. It was not entitled to decide on making changes to the constituent documents, such a decision was invalid (

Citizen V. appealed to the court to LLC "H." and the MiFNS of Russia No. 9 in the Novgorod region with a claim for the invalid decisions of the extraordinary general meetings of the Company's participants dated September 25, 2007 (Minutes No. 43) and dated December 28, 2007 (Minutes No. 49) on issues of amendments to the constituent documents of the Company; Inspection solutions O. state registration Changes made to the constituent documents of the Company.

As established by the court, Citizen V. was not notified of the holding of meetings and did not participate in them.

The court satisfied the claims, and also indicated that the will of the participant in the Company to participate in the agenda voting should be recorded by his signature either in the registration list, or in the introductory part of the meeting protocol (Resolution of the FAS of the North West District on March 17, 2010 in case number A44-993 / 2008).

Alexander Sorokin answers,

deputy Head of the Department of Operational Control of the Federal Tax Service of Russia

"CCP must be applied only in cases where the seller provides the buyer, including its employees, a deferment or installments on the payment of their goods, works, services. It is these cases that, in the opinion of the FTS, belong to the provision and repayment of the loan to pay for goods, works, services. If the organization issues a cash loan, receives a return of such a loan or he also receives and returns a loan, the cashier does not apply. When it is necessary to punch a check, see

10.00 - 11.30 The procedure for the preparation, convocation and holding of the General Meeting of Shareholders in 2017

New rules for training, convening and holding a general meeting of shareholders. New ways of informing about the meeting. New ways of voting at the 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 meeting of shareholders

Actual I. controversial questionsarising from the application of new rules, including:

• voting and counting votes on the issue of consent to the transaction with interest;
• the procedure for consideration, voting and counting of votes on the issue of agreement on the commission of a major transaction, at the same time being an interested party transaction;
• options for conducting a full-time general meeting with the help of information and communication technologies, allowing to provide the possibility of remote participation without presence at the meeting place;
• the procedure for voting and counting votes in 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; conclusion of an auditor; Report of the Audit Commission. Requirements for content and disclosure.

15.45 - 16.00 Coffee Break 16.00 - 17.30 Violations in convening and holding a general meeting of shareholders

Violations allowed in the preparation and holding of the General Meeting of Shareholders. New rules for challenging decisions of the General Meeting of Shareholders. Judicial practice on decisive decisions are invalid. Administrative responsibility for violations committed in the preparation and conduct of general meetings of shareholders: the procedure for detection, the practice of attracting.

17.30 - 18.00 Answers on questions