Based on the results of the reporting period, a mandatory annual meeting of LLC and JSC participants is held from March 1 to April 30. A number of changes in the procedure for holding a meeting come into force from March 1, 2025. Acsour experts reviewed the main innovations.
Annual meeting of members: what is it and when to hold it?
The annual meeting of participants of LLC and JSC is the next general meeting. The annual meeting of LLC is necessary to assess the financial results and accounting reports for the previous period, as well as to consider current issues related to the entrepreneurial activity of the legal entity.
The annual general meeting of participants must be held at least once a year no earlier than 2 months and no later than 4 months after the end of the financial year.
Acsour experts note that the time of the meeting must be specified in the company’s charter.
Changes from March 1, 2025
On March 1, 2025, amendments to the Federal Law of 08.02.1998 No. 14-FZ (Federal Law of 08.08.2024 No. 287-FZ) will come into force. Acsour experts have highlighted the main innovations:
1.Terminology. The in-person form of the next general meeting of the company’s participants will be called a meeting. The absentee form will be called absentee voting for the adoption of decisions by the general meeting of the company’s participants. The meeting may be combined with absentee voting.
2.Format of the meeting. From March 1, 2025, the general meeting of LLCs can be organized as a meeting with remote participation. The rules for preparing and holding such a meeting are set out in Article 37.1 of the Federal Law of 08.02.1998 No. 14-FZ (as amended by paragraph 12 of Article 4 of the Federal Law of 08.08.2024 No. 287-FZ). The main requirement is that the technical means that a remote participant will use must allow: the meeting leader to identify, the participant to discuss the agenda items and vote (paragraph 1 of Article 37.1 of the Law on LLCs). The law specifies that a meeting of the general meeting of LLC participants with remote participation must be organized in such a way as to make it possible to be present in person at the venue. However, the clauses of the charter on remote meetings of LLCs can clarify that it is permissible to hold such a meeting without determining the venue and the possibility of being present in person (paragraph 2 of Article 37.1 of the Law on LLCs).
3.Drawing up the minutes. Since March 2025, the deadlines for drawing up the minutes of the general meeting of LLCs appear in Law No. 14-FZ — in the new Article 38.2. And for JSCs, the provisions of Article 63 of Law No. 208-FZ are set out in a new version. Unified requirements are provided for the procedure for drawing up the minutes of the general meeting of shareholders and the general meeting of participants, which confirm the holding of a meeting of the general meeting of shareholders or participants of the company and the results of voting at the meeting, as well as the results of absentee voting.
The minutes will need to be drawn up no later than 3 working days after:
4.Signing the protocol. According to the new rules, from 2025 the protocol must be signed by:
5.Information on the date and time of the meeting. From March 2025, the requirements for reflecting information on the date and time of the general meeting of shareholders will be clarified. Thus, if voting at the meeting was combined with absentee voting, the end date for accepting ballots for absentee voting, the location of the meeting, or information that the meeting with remote participation was held without determining the location, or in the case of absentee voting, the end date for accepting ballots for voting must also be indicated.
6.Mandatory requirements for the JSC protocol. According to the innovations, the JSC protocol will need to display:
Similar requirements apply to the content of the minutes of the general meeting of LLC participants (clause 2, article 38.2 of Law No. 14-FZ).
The changes affected the reflection in the minutes of data on the number of votes held by LLC participants. In addition to the total number of votes held by the company participants, in 2025 it will also be necessary to indicate:
7.Procedure for actions in case of a failed meeting. If a meeting of the general meeting of shareholders or participants of an LLC, including with remote participation, or absentee voting did not take place (is declared failed), the minutes of the general meeting from 2025 shall indicate:
The penalty for failure to hold a meeting is from 500 to 700 thousand rubles for a legal entity and from 20 to 30 thousand rubles for a manager. In addition, in case of violation of the requirements for the procedure for convening, preparing and holding general meetings of participants, managers may be brought to administrative responsibility on the basis of paragraph 11 of Article 15.23.1 of the Code of Administrative Offenses of the Russian Federation.
To be sure that the annual meeting of participants is correctly held in full compliance with the law, contact the experts at Acsour.
Annual meeting of members: what is it and when to hold it?
The annual meeting of participants of LLC and JSC is the next general meeting. The annual meeting of LLC is necessary to assess the financial results and accounting reports for the previous period, as well as to consider current issues related to the entrepreneurial activity of the legal entity.
The annual general meeting of participants must be held at least once a year no earlier than 2 months and no later than 4 months after the end of the financial year.
Acsour experts note that the time of the meeting must be specified in the company’s charter.
Changes from March 1, 2025
On March 1, 2025, amendments to the Federal Law of 08.02.1998 No. 14-FZ (Federal Law of 08.08.2024 No. 287-FZ) will come into force. Acsour experts have highlighted the main innovations:
1.Terminology. The in-person form of the next general meeting of the company’s participants will be called a meeting. The absentee form will be called absentee voting for the adoption of decisions by the general meeting of the company’s participants. The meeting may be combined with absentee voting.
2.Format of the meeting. From March 1, 2025, the general meeting of LLCs can be organized as a meeting with remote participation. The rules for preparing and holding such a meeting are set out in Article 37.1 of the Federal Law of 08.02.1998 No. 14-FZ (as amended by paragraph 12 of Article 4 of the Federal Law of 08.08.2024 No. 287-FZ). The main requirement is that the technical means that a remote participant will use must allow: the meeting leader to identify, the participant to discuss the agenda items and vote (paragraph 1 of Article 37.1 of the Law on LLCs). The law specifies that a meeting of the general meeting of LLC participants with remote participation must be organized in such a way as to make it possible to be present in person at the venue. However, the clauses of the charter on remote meetings of LLCs can clarify that it is permissible to hold such a meeting without determining the venue and the possibility of being present in person (paragraph 2 of Article 37.1 of the Law on LLCs).
3.Drawing up the minutes. Since March 2025, the deadlines for drawing up the minutes of the general meeting of LLCs appear in Law No. 14-FZ — in the new Article 38.2. And for JSCs, the provisions of Article 63 of Law No. 208-FZ are set out in a new version. Unified requirements are provided for the procedure for drawing up the minutes of the general meeting of shareholders and the general meeting of participants, which confirm the holding of a meeting of the general meeting of shareholders or participants of the company and the results of voting at the meeting, as well as the results of absentee voting.
The minutes will need to be drawn up no later than 3 working days after:
- closing of the general meeting of shareholders or the end date for accepting ballots for absentee voting — in JSCs;
- the date of holding the general meeting of participants of the company or the end date for accepting ballots for absentee voting — in LLCs.
4.Signing the protocol. According to the new rules, from 2025 the protocol must be signed by:
- in JSC — the chairman of the meeting and the secretary of the general meeting of shareholders. The minutes of the general meeting of shareholders, which indicate the results of absentee voting, are signed by the chairman of the board of directors (supervisory board) of the company. In the absence of the board of directors (supervisory board) of a non-public JSC, the minutes are signed by the person holding the position (performing the functions) of the general director of such company and the secretary of the general meeting of shareholders;
- in LLC — the chairman of the meeting. In the event of decisions being made by absentee voting, the minutes are signed by the general director of the LLC, unless another procedure for signing them is established by the charter of the company.
5.Information on the date and time of the meeting. From March 2025, the requirements for reflecting information on the date and time of the general meeting of shareholders will be clarified. Thus, if voting at the meeting was combined with absentee voting, the end date for accepting ballots for absentee voting, the location of the meeting, or information that the meeting with remote participation was held without determining the location, or in the case of absentee voting, the end date for accepting ballots for voting must also be indicated.
6.Mandatory requirements for the JSC protocol. According to the innovations, the JSC protocol will need to display:
- Agenda;
- results (outcomes) of voting on each agenda item put to a vote, and decisions taken on each such item;
- agenda items that were not put to a vote;
- information about the persons who counted the votes;
- information about the persons who signed the minutes of the general meeting of shareholders.
Similar requirements apply to the content of the minutes of the general meeting of LLC participants (clause 2, article 38.2 of Law No. 14-FZ).
The changes affected the reflection in the minutes of data on the number of votes held by LLC participants. In addition to the total number of votes held by the company participants, in 2025 it will also be necessary to indicate:
- the number of votes held by the company participants who participated in the meeting or absentee voting;
- the number of votes held by the LLC participants for each issue on the agenda.
7.Procedure for actions in case of a failed meeting. If a meeting of the general meeting of shareholders or participants of an LLC, including with remote participation, or absentee voting did not take place (is declared failed), the minutes of the general meeting from 2025 shall indicate:
- the reason why such a meeting or such absentee voting did not take place (was declared invalid);
- information about these technical problems — if the reason was significant technical problems that arose when using electronic or other technical means.
The penalty for failure to hold a meeting is from 500 to 700 thousand rubles for a legal entity and from 20 to 30 thousand rubles for a manager. In addition, in case of violation of the requirements for the procedure for convening, preparing and holding general meetings of participants, managers may be brought to administrative responsibility on the basis of paragraph 11 of Article 15.23.1 of the Code of Administrative Offenses of the Russian Federation.
To be sure that the annual meeting of participants is correctly held in full compliance with the law, contact the experts at Acsour.
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