REASONS TO PICK US
Legal support of general meetings
The general meeting is the main governing body of the company for both AO and OOO. With its assistance, shareholders and participants exercise their rights exercise their management rights directly. The same meetings are held by the owners of residential and commercial premises according to the Civil Code of the Russian Federation, Housing Code of the Russian Federation.
The competence of the general meeting includes addressing the core issues of the organization's activities or issues that are referred by the founding documents to the exclusive jurisdiction of the general meeting. The General Meeting should be gathered at least once a year and extraordinary shareholders meetings may be held at a regular meeting (Article 34 of the Federal Law “On Limited Liability Companies”, article 47 of the Federal Law “On Joint Stock Companies”). A request for an annual general meeting of owners of residential premises in an apartment block is established in article 45 of the Housing Code of the Russian Federation.
The requirements for general meeting and liability for its violation
The legislation regulates the procedure for holding meetings of shareholders and participants in limited liability companies. Violation of the relevant procedure may entail the measures that are established in the Administrative Violations Code (Article 15.23.1 of the Administrative Violations Code of the Russian Federation). The decision to hold the next general meeting is made by the individual executive body in OOO or the board of directors if it is AO. The evasion of this obligation includes civil law sanctions which are established by paragraph 1 of the Resolution of Plenum of the Supreme Arbitration Court of the Russian Federation from July 30, 2013 No. 62 “On Certain Issues of compensation of damages by persons forming part of the bodies of legal entity”. It concerns both annual and extraordinary meetings.
The procedure of the general meeting
For any official meeting in the legislation of the Russian Federation is established a procedure for holding that is divided into stages. That is why, for strict adherence to each step, you can involve experienced professionals. The procedure of general meeting may be represented as follows:
The decision to conduct a general meeting. The necessity of a meeting (for example, an annual one) can be indicated both by the company itself and by an individual participant with a share that is at least 1/10 or a shareholder with a stock of the voting shares of at least 10%. This decision can also be made by the audit commission, the auditor and the board of directors.
The decision to conduct a general meeting. The necessity of a meeting (for example, an annual one) can be indicated both by the company itself and by an individual participant with a share that is at least 1/10 or a shareholder with a stock of the voting shares of at least 10%. This decision can also be made by the audit commission, the auditor and the board of directors.
The registration of the participants of the general meeting. Legally, in this part of the issue, everything is quite formalized. In the notification should be specified the time of the beginning of the meeting and the time frame for the registration of participants. The only point where disputes may arise is in situations that are related to the confirmation of the powers of attorneys. You need to be prepared for various moments dictated by both corporate structures (for example, the presence in the business structure of management companies, mortgage lenders, etc.) and actual life situations (for example, the introduction of a trustee).
The general meeting and its process. The procedure is influenced by such factors as the organizational and legal form of the company, legislative or internal procedures for confirming the decisions made. The registrar (for AO) or a notary (for OOO) may participate in the meeting. A limited liability company may use simplified forms of certification in case it is established in the charter or unanimous decision of the participants. At the same time, the procedure remains formalized and accurate.
Voting at the meeting. Voting can be conducted both openly (by show of hands) and by other methods (for example, using bulletins). The second method is most often used in AO.
Summing up of the meeting. Generally, there may be difficulties that are only of a technical nature and are related to the correctness of the count of votes (including during cumulative voting) and the correctness of the wording of the decisions taken at the meeting. In a joint-stock company, the counting of votes is carried out by the counting commission, which draws up a protocol on the results of the voting, which is attached to the protocol of the general meeting of shareholders. Anyway, the protocol is a document that is completing the procedure for holding a meeting. Also, this document confirms the adoption of certain decisions. In case of disagreement with the decisions made, the protocol may be challenged in the court order.
The advantages of holding general meetings with us
Working with the specialists of the Tsentralny Okrug Law firm gives lots of opportunities:
- Consultations of specialists and free rapid assessment of the amount of work.
- Full accompaniment of the process of the preparation and conduction of the general meeting procedure.
- Guaranteeing the legal aspects in the process.
Due to our vast experience and successful practice in the area of corporate law, our specialists quickly and efficiently accompany the procedure of the general meeting.
Author is Irina Minakova