Who and how is the protocol of the annual General Meeting of Shareholders. What new should be taken into account when preparing for the General Meeting of Shareholders of the Notener will hold an annual meeting of shareholders of the year

The annual holding of the annual General Meeting of Shareholders is the responsibility of the joint-stock company, which is consolidated by law. That is why the proper preparation of this event and its document decoration Hard requirements are presented. Let's try to figure out how to prepare for the general meeting and make it a protocol.

Clause 1 of Article 47 Federal Law from 26.12.1995 N 208-FZ (hereinafter the law) prescribes the annual general meeting Shareholders. Requirements for the organization of this event are also stipulated in this legislative norm. Consider how to properly prepare for the general meeting of shareholders (hereinafter the OSA) and make it a protocol.

Preparation for the annual

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

Help: According to art. 12 BK RFThe fiscal year is equal to the calendar. Consequently, the timing of the OSA for 2020: 01.11.2017-30.06.2018.

During this event, business co-owners decide key issues that determine the further 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 the powers of the Board of Directors;
• distribution of dividends;
• changing the size of the authorized capital.

The initiators may be the Board of Directors, the heads of the Company, shareholders or other persons who have at least 2% of the voting shares in the authorized capital of the Company.

The decision on the collection is taken by the Board of Directors. This indicates subparagraph 4 of paragraph 1 of Art. 65 law. The Board of Directors determines other details: list of participants, date, time. The list of parts is clearly defined in Art. 54 FZ-208. Responsibility for training also lies on the Board of Directors.

Formation of the list of participants and their notice

After making a decision on holding a meeting, it is necessary to form a list of its participants. According to clause 1 of Art. 51 of the law, it should be ready for no less than 25 days before the date of the event. If his agenda raises the question of the reorganization of society, then this period will be 35 days. Notify participants need not less than 20 days before the scheduled date. If the agenda will consider the question of reorganization, this period is 30 days.

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

Protocol of the annual General Meeting of Shareholders in 2020

The operator must be present on the OSA or notary. Their role is to develop a scenario of the event, and also make sure that it is fulfilled in perfect order. In fact, these specialists are managers. They can also be responsible for preparing 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 two copies, which must be signed by the secretary and the chairman of the Assembly. Its content is regulated by the same article and paragraph 4.29 of the Regulations on the holding of shareholders meetings (approved order of the FSFR of Russia of February 2, 2012 No. 12-6 / PZ-N). The protocol must contain the following information:

• place and time;
• the full name of the joint-stock company and its location;
• type and form of the OSA;
• date of drawing up a list of participants;
• total amount votes that possess owners of voting shares;
• the number of votes that share participants are possessed;
• information about the chairman and secretary;
• agenda.

The protocol records the basic abstracts of speeches, questions posed on vote, its results and decisions made. In addition, the time of the beginning and end of the counting of votes and the number of votes for each option is indicated. Decisions must be certified by a notary.

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 Corporate Governance Code recommended for the application of the Bank of Russia from 10.04.2014 No. 06-52 / 2463 (hereinafter referred to as 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 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.

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 the meeting all important moments. 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) the decision on the annual meeting was accepted, the date was 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 email; written message on the phone.

7) In 2017, in general meetings of shareholders, including annual, can be participated remotely. This uses modern communication technologies. 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 the Company, approval of the Company's auditor, as well as issues provided for 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 the participants is the highest governing body in LLC (clause 1 of Art. 32 of the Federal Law of February 8, 1998 No. 14-FZ "On Societies with limited liability"; Next - 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.

At the same time, the new order should not deprive the participants in the right to participate in the meeting and receiving information (sub. 5, 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 established in paragraph 3 of Article 65.3 of the Civil Code of the Russian Federation.

The law allows to divide the powers of the sole executive organ On 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 a shorter period for notifying the participants on the collection (clause 4 of Article 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 certain participants to the 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 notification by registered mail, then for formal compliance, the requirements of the Charter additionally valuable letter You need to send a customer with a receipt notice. 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 may arise controversial situationIf a participant appears at the meeting, the information about which is not yet on the list of participants, or someone from the participants of the LLC will not recognize the meeting. The participant who was not present at the meeting may apply to the court with the requirement to recognize decision 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 should include the exact address of the meeting place, right up to the office, hall, etc. This confirms arbitrage 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: In which cases, the general meeting of the participants of the LLC needs to issue a conclusion of the Audit Commission and audit report

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 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 put a draft change (additions) or the draft charter in 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 for registered letters Inventory Inventions are not issued, the departure can also be duplicated by a letter with a declared value with the description of the attachment and the 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.

Solution by this issue Participants take 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 in Qualification directory Positions of managers, specialists and other employees by 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 into 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 Arbitration Court 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 invalid decisions Assemblies adopted in the absence of plaintiffs, because 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 amending the 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, a new participant in a citizen was in society, his share was 90 percent of the authorized capital, and the 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 participants, the court concluded that the plaintiff voted "for" the adoption of decisions contested by him, and therefore did not have legal rights To challenging such decisions in court in accordance with paragraph 1 of Article 43 of the Law on OOO (Article 43 of 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 participated in the vote at a meeting of May 24, 2010 And did not vote "against" the challenged decision (Resolution of the FAS of the Volga-Vyatka District of April 29, 2011 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, Amendments to the constituent documents of the Company and the obligations of the Tax Inspectorate to make the appropriate changes to the Company's information to the Enjoy.

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

Meeting of shareholders, planned or extraordinary, are carried out according to the rules that have consolidated in the law on JSC. What you need to know about the convening of a meeting and the procedure for its implementation.

When preparing materials, we use only information.

Read in our article:

The general meeting of shareholders is the highest PJSC or NAO. In its exceptional competence, there are decisions on key issues of the company, for example:

• conclusion of a large transaction, if its cost is higher than 50% of the book value of AO assets;
• amendments to the Charter;
• additional share issuance;
• changing the authorized capital;
• reorganization or liquidation of the company, etc.

Attention! In 2019.

Annual meetings convene for the approval of the results over the past year, the election of the new board of directors, etc.

Conducting a general meeting of shareholders is governed by the norms of the Federal Law of December 26, 1995 No. 208-FZ "On Joint-Stock Companies" (hereinafter referred to as AO). To hold another or extraordinary meeting of the business owners, you need to perform a few steps:

1. Decide on convening and holding a meeting. Assign a place, date and time meeting.
2. Approve the list of shareholders who will take part in the meeting.
3. Notify the meeting participants in the prescribed manner.
4. Conduct a meeting. The meeting is accompanied by the execution of the protocol, which records the course of the meeting and all the decisions made.
5. To issue the results of the meeting according to the requirements of the law.

Step 1. The General Meeting of Shareholders is carried out on the basis of a decision on the need to meet

The meeting cannot be conducted without a prior decision about him. To make such a decision - within the competence of the Board of Directors of JSC (sub. 2, 1 Article 65 of the Law on JSC). In addition to the decision of the decision, the Council is managing the preparation and holding of a meeting (sub. 4 of paragraph 1 of Art. 65 of the Law on JSC). If the Council has not formed in JSC, all these functions assumes the person or body specifically listed in the Charter (paragraph 1 of Article 64 of the AO Law).

What to specify in the decision on the meeting

The Board of Directors indicates the decision to meet all the important points. What kind of general meeting of shareholders to conduct - annual or extraordinary; When, where and how much to organize a meeting when you start registering participants. In addition, the solution determines:

• when the list of participants should be prepared;
• agenda of the meeting;
• 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.

When to hold a meeting

What dates to hold an annual meeting are fixed in the Charter of the JSC. Terms can be established within March 1 to June 30 (paragraph 1 of Art. 47 of the Law on JSC). For extraordinary general meetings, the rule is true: Shareholders can meet within 40 days from the date of the requirement for it. Such a requirement can come from someone from business owners or from authorized persons. If the meeting is convened to hold elections to the collegial control body, with the receipt of the meeting requirement to the very meeting, not more than 75 days (paragraph 2 of Article 55 of the Law on JSC).

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

The decision on the meeting was accepted, the date was determined. After that, form a list of participants. Compiling the list on the basis of the data register of shareholders is engaged in the JSC registrar (paragraph 1 of Art. 51 of the Law on JSC, paragraph 2 of paragraph 1 of Art. 8.7-1 of the Law on the RCS). The Board of Directors sends to the Registrar's order that it is necessary to form a list (paragraph 2 of paragraph 7.4.5 of the Regulations on the register of the owners of registered securities, approved. Decree of the Federal Tax Service of Russia from 02.10.1997 No. 27). At your disposal indicate the readiness date of this list. It is determined taking into account the date of the settlement decision. The interval between the two dates should be at least 10 days. By general ruleThe list should be ready no later than 25 days before the meeting (paragraph 1 of Art. 51 of the Law on AO).

If they are elected to the Board of Directors, from the date of drawing up the list before the meeting of shareholders should pass no more than 55 days. If the meeting is devoted to the reorganization of JSC, the list of readiness of the list is set by no more than 35 days before the meeting.

Step 3. Meeting participants send notifications

Notify shareholders about the upcoming meeting, you must at least 20 days before the meeting, and if necessary, decide on the reorganization of owners notify the minimum of 30 days. In some cases, it is necessary to inform shareholders 50 days before the meeting (paragraph 1 of Art. 52 of the Law on JSC). Such a term is established for cases when the meeting is dedicated to:

• election to the board of directors;
• reorganization issues;
• elections in the collegial control body of the new JSC.

How to notify the meeting

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 site of society;
• by email;
• written message on the phone.

Together with the notification of business owners, they send questions to the Tale of the Day necessary to familiarize documents, as well as bulletins, if the voting will be carried out using newsletters (Article 52 of the Law on JSC, clause 3.1 of the provisions, approved by the Order of the Federal Financial Markets № 12-6 / PZ-N.

Step 4. Holding the General Meeting of Shareholders is headed by the Board of Directors

The meeting should take place at the appointed date and time. For compliance with the procedure for holding shareholders, the Board of Directors is responsible (or another person specifically specified in the Charter, if the Council does not function in society). In particular, it is necessary:

1. Register all participants who arrived at the meeting. This is done by the counting commission or other persons (Art. 56 of the Law on JSC). During registration, check the powers of each meeting of the Assembly (Art. 57 of the AO Law) and record the fact of its arrival.
2. Determine the quorum. This also deals with the Certificate Commission. Quorum is determined by the rules specified in the Law (Article 58 of the AO Law). Including take into account the will of shareholders who are not present at the meeting, but they noted about their position no later than 2 days before the meeting.
3. Announce that the meeting began. The meeting opens and holds the Chairman of the Board of Directors or other person, which indicated in the Charter (Art. 67 of the AO Law).
4. To voice the issues of the agenda and discuss them with shareholders. The adjustments to the agenda can be made only if all shareholders are present at the meeting (Article 49 of the AO Law).
5. Hold a vote. Only registered participants are entitled to vote. Vote with a raising hands or other ways. If the vote is carried out using bulletins, in the document, one of the options for each issue are noted. The bulletin should stand the signature of the shareholder or his representative.
6. Calculate votes and announce the results of the meeting. The results of the voting determines the counting commission or the registrar if the meeting is carried out in PJSC (clause 4 of Article 97 of the Civil Code of the Russian Federation). Decisions of the General Meeting of Shareholders certify according to the requirements of the law (clause 3 of Article 67.1 of the Civil Code of the Russian Federation).

As in the annual or unscheduled general meeting of shareholders to participate remotely

In general meetings of shareholders, including annual, you can participate remotely. This uses modern communication technologies. 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.

Step 5. Results of the meeting reflected in the protocol

According to Article 63 of the Law on JSC, the Protocol on the results of the General Meeting of Shareholders are 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:

Try free 3 days \u003e\u003e

Article 52. Information on the General Meeting of Shareholders

• verified today
• law of 01.01.2020
• entered into force 01.01.1996

There are no new notes that have not entered into force.

Compare with the editors of Article 01/01/2017 07/01/2016 01.07.2015 01/01/2014 01.09.2015 09.06.2009 19.02.2007 01/01/2002 01/01/1996

The report on holding a general meeting of shareholders must be made no later than 21 days, and the report on the general meeting of shareholders, the agenda of which contains the question of the reorganization of society, is no later than 30 days before the date of its holding.

In cases provided for in paragraphs 2 and 8 of Article 53 of this Federal Law, the report on the general meeting of shareholders must be made no later than 50 days before the date of its holding.

On the deadlines specified in paragraph 1 of this article, the report on the General Meeting of Shareholders is communicated to those who have the right to participate in the General Meeting of Shareholders and registered in the Company's shareholders register by sending registered letters or a presentation of the Painting, if other ways of the direction ( publication) such communication is not provided for by the Company's charter.

The Charter of the Company may provide for one or more of the following ways to communicate a general meeting of shareholders to the attention of persons entitled to participate in the General Meeting of Shareholders and registered in the Company's shareholders register:

• 1) Direction of e-mail at the address email 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 contact phone number or at the email address, which are indicated in the Company's shareholders register;
• 3) Publishing in a specific Company's Charter print edition and accommodation on a certain Charter of the Company's Society Society in the Information and Telecommunication Network "Internet" or accommodation on a certain Charter of the Company's Society Society in the Internet Information and Telecommunications Network.

Society should store information on the direction of communications provided for in this article, five years from the date of the General Meeting of Shareholders.

The report on holding a general meeting of shareholders should be indicated:

To 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 include the Company's annual report, annual accounting (financial) reporting, an audit conclusion about it, conclusion internal auditimplemented in a public society 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 Commission of the Company, the draft amendments and additions introduced into the Charter of the Company or the draft charter Societies in the new edition, projects of internal documents of the Company to be approved by the General Meeting of Shareholders, draft decisions of the General Meeting of Shareholders, provided for in Article 32.1 of this Federal Law Information about joint-stock agreements concluded within a year before the date of the General Meeting of Shareholders, the Conclusion of the Board of Directors (Supervisory Board ) O. Society large deal, report on prisoners public society In the reporting year, the transactions in which there is an interest, as well as information (materials) provided for by the Company's Charter. If, in accordance with the Company's Charter, the existence of the Audit Commission is mandatory, to these information (materials) also include information on candidates for the Company's Audit Commission, and in the cases provided for by paragraph to the first paragraph 3 of Article 88 of this Federal Law - the conclusion of the Company's Audit Commission on the results verification of the annual report, annual accounting (financial) reporting of the Company.

Scroll for more information (Materials) mandatory to provide persons with the right to participate in the general meeting of shareholders, in preparation for the general meeting of shareholders, can be established by the Bank of Russia.

Information (materials) provided for in this article for 20 days, and in the case of the general meeting of shareholders, the agenda of which contains the question of the reorganization of society, within 30 days before the general meeting of shareholders should be available to persons entitled to participate in The general meeting of shareholders, to familiarize themselves in the premises of the executive body of the Company and other places, the addresses of which are indicated in the admission to the General Meeting of Shareholders, and if it is provided for by the Company's Charter or an internal document of the Company, regulating the procedure for the preparation and holding of the General Meeting of Shareholders, also on the Society website In the information and telecommunication network "Internet". This information (materials) should be available to persons participating in the general meeting of shareholders during its conduct.

Society is obliged at the request of a person who has the right to participate in the general meeting of shareholders, to provide him with copies specified documents. The fee charged by the Company for the provision of data of copies cannot exceed the cost of their manufacture.

In the case of the Company's shareholders registered in the register of shareholders, a nominal shareholder holder, a report on the general meeting of shareholders and 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 accordance with the rules of the legislation of the Russian Federation on securities To provide information and materials to persons carrying out securities rights.