Effective January 2, 2026, joint-stock companies (JSCs) are required to apply updated procedures for interacting with shareholders when providing them with documents concerning the company's activities. The amendments, approved by Bank of Russia Instruction No. 7199-U dated October 2, 2025, pertain to timeframes, forms, and methods of information transfer. Non-compliance with the new requirements creates risks of corporate governance decisions being challenged and claims from shareholders.
Key Changes in Procedures for JSCs
The reform is aimed at standardizing and streamlining the process.
1. Form of Provision. By default, a shareholder will be provided with the opportunity to examine original documents. To receive copies, the shareholder must explicitly state this in their written demand. This change shifts the standard procedure from providing copies to organizing access.
2. Method of Communication with Shareholder. A clear hierarchy of communication methods has been established. Primarily, the company is obliged to use the method specified by the shareholder in their demand. If no method is specified, the provisions of the company's charter should be followed. If the charter also lacks such provisions, communications are to be sent by mail to the address indicated by the shareholder in the demand.
3. Timeframes for Providing Access. Strict and specific timeframes are introduced, replacing the existing concept of a "reasonable period":
Examination of originals must be arranged within 7 business days from the date the company receives the demand.
Provision of copies must also be completed within 7 business days. However, this period may be extended by no more than 20 business days if the shareholder requested copies of more than 20 separate documents or the total volume of the request exceeds 500 pages.
4. Time and Procedure for Examination. Examination of original documents must take place from 9:00 AM to 6:00 PM local time of the company on a pre-agreed day. The parties have the right to conclude a written agreement (including in electronic form) on a different time or date for providing access.
Practical Risks and Implementation Complexities
Transitioning to the new rules will require companies to revise internal regulations and may create a number of operational challenges:
Increased Administrative Burden: Strict deadlines (7 business days) will require the corporate secretary's office and legal department to promptly process incoming demands and prepare documents.
Risk of Procedural Errors: Incorrect determination of the priority communication method or form of provision (original/copy) may lead to a formal violation and subsequent claims from the shareholder.
Complexity with Large-Scale Requests: The necessity to document the justification and correctly formalize the extension of the deadline for voluminous requests.
Need to Update Internal Documents: Charter provisions and internal regulations governing work with shareholders must be brought into compliance with the new norms.
Step-by-Step Preparation Plan for JSCs
To ensure a seamless transition to the new rules, companies are recommended to complete the following actions before the end of 2025:
1. Audit and Update of Internal Documents:
Review the company's charter for provisions regarding methods of communication with shareholders.
Develop or update an internal regulation on handling shareholder demands for document provision, detailing a step-by-step procedure in accordance with the Bank of Russia Instruction.
2. Process Organization and Assignment of Responsibilities:
Identify the employees or department responsible for receiving, registering, and fulfilling shareholder demands.
Configure the document management system to ensure compliance with strict deadlines (tracking the date of demand receipt, monitoring preparation timelines).
3. Preparation of Standard Forms and Templates:
Develop a template for the letter-notification to the shareholder regarding the date and time for examining originals.
Create a form for the agreement to change the examination date/time.
Prepare a template for the notification of deadline extension for providing copies in case of large-scale requests.
4. Staff Training:
Conduct briefings for employees of the corporate secretary's office, legal service, and investor relations department on the new rules and updated internal regulations.
Acsour offers help to ensure your JSC's full compliance with the new regulations:
Legal Document Audit: analysis of the charter, internal regulations, and procedures for compliance with Bank of Russia Instruction No. 7199-U.
Development and Updating of Regulations: preparation of an internal policy regulating the entire cycle of work with shareholder demands—from receipt to fulfillment.
Consulting Support: assistance in organizing processes, preparing standard forms, and training staff.
Legal Monitoring: informing about further clarifications from the regulator and judicial practice regarding the application of the new rules.
Submit a consultation request, and our corporate law experts will develop an individual adaptation plan for you.