Don’t forget to hold the next general meeting of participants (annual general meeting of shareholders) of your company

The laws “On Joint-Stock Companies” and “On Limited Liability Companies” provide for the obligation to hold an annual meeting of the general meeting of shareholders (regular meeting of the general meeting of participants), and also set the dates for their holding and registration.

It should be noted that from March 1, 2025, amendments to the rules for the preparation and holding of the next general meeting of participants (annual general Meeting of Shareholders) will come into force.

It’s important to ensure proper documentation of the minutes and all decisions of the participants (shareholders). Unfortunately, companies often do not pay due attention to these issues, which, in turn, leads to unnecessary risks and omissions related to ensuring internal control, legal relations with business partners and compliance with legal requirements in force in Russia (for example, requirements of tax, labor, and corporate legislation).

Please note that violation of the requirements of the law regarding the convening, preparation and holding of a regular (annual) meeting, as well as illegal refusal or evasion from convening a meeting, entails the imposition of an administrative fine in the following amount:

• officers (general director) – from 20,000 to 30,000 rubles
• legal entities – from 500,000 to 700,000 rubles

In our legal practice, we are increasingly faced with situations where companies are forced to overcome the consequences of non–compliance with the requirements for documenting corporate decisions, i.e., registration of minutes of the next general meetings of participants (shareholders), meetings of boards of directors, corporate policies and their approvals.

In this regard, our lawyers would like to draw attention to the actions that are necessary for proper documentation of the next general meeting of participants (shareholders).

When to hold a meeting in 2025

Timing of meetings:

• for LLC – from March 1 to April 30, 2025
• for JSC – from March 1 to June 30, 2025

A mandatory issue to be resolved at the next General Meeting is the approval of the annual results of the company’s activities. In addition, the company’s charter may provide for other issues to be considered at the next General Meeting. As a rule, issues such as the election of members of the Board of Directors, the distribution of profits and the approval of an auditor are also resolved at the next (annual) meeting. Proposals for the agenda may also be submitted by the shareholders and participants of an LLC themselves.

We recommend that you don’t postpone the next general meeting in order to be able, if necessary, to arrange for the participants to visit a notary or registrar to sign a decision/minutes within the time limits stipulated by law.

Our services

We are pleased to offer our services to ensure compliance with the specified legal requirements and the preparation of proper documentation. If you have any questions or need additional information, our lawyers are happy to help you.

Our Contacts

Eugene Isaev
Eugene.Isaev@awaragroup.com