On September 1, Federal Law No. 287-FZ of 08.08.2024 entered into force, including amendments to the laws on registration of legal entities and individual entrepreneurs, the law on limited liability companies, as well as the fundamentals of the legislation of the Russian Federation on notaries.
Holding a general meeting of participants of an LLC and a joint-stock company with remote participation
Starting from March 1, 2025, the law allows such a format for holding a meeting of participants or shareholders. At the same time, the following conditions must be met:
- remote participation is not prohibited by the charter of the organization;
- the notification of the meeting contains information about access and ways to identify participants;
- an online broadcast will be organized, and the recording will be saved;
- in case of technical problems, the vote will not be recognized as valid.
From September 1, 2027, the identification of participants will be carried out using a qualified electronic signature. If necessary, the charter or other internal document of the company may provide for the use of simpler tools, such as an unqualified electronic signature or authorization through the portal "Gosudlugi".
Currently, the Civil Code of the Russian Federation already allows remote participation in meetings, but so far the procedure is determined by the charter of the organization.
The decision on the appointment or election of the director of the LLC must be notarized
Starting from September 1, 2024, the decision on the selection or appointment of a sole executive body must be notarized. The notary will also submit an application for state registration of changes in the Unified State Register of Legal Entities.
This requirement does not apply to credit and non-credit financial institutions, as well as specialized companies. A similar procedure is now used to increase the authorized capital.
- remote participation is not prohibited by the charter of the organization;
- the notification of the meeting contains information about access and ways to identify participants;
- an online broadcast will be organized, and the recording will be saved;
- in case of technical problems, the vote will not be recognized as valid.
From September 1, 2027, the identification of participants will be carried out using a qualified electronic signature. If necessary, the charter or other internal document of the company may provide for the use of simpler tools, such as an unqualified electronic signature or authorization through the portal "Gosudlugi".
Currently, the Civil Code of the Russian Federation already allows remote participation in meetings, but so far the procedure is determined by the charter of the organization.
The decision on the appointment or election of the director of the LLC must be notarized
Starting from September 1, 2024, the decision on the selection or appointment of a sole executive body must be notarized. The notary will also submit an application for state registration of changes in the Unified State Register of Legal Entities.
This requirement does not apply to credit and non-credit financial institutions, as well as specialized companies. A similar procedure is now used to increase the authorized capital.
Changes in the procedure for holding a meeting of the Board of Directors of LLC
Starting from March 1, 2025, the law defines the procedure for making decisions and holding meetings of the Board of Directors of LLC. Decisions can be taken both at meetings and during absentee voting. The law also establishes a quorum: 50% of the number of members of the Board of Directors. However, it is provided that this value can be increased, which must be reflected in the charter of the organization.
The law also defines the procedure and mandatory structure of the protocol recording the decisions taken. The deadline for its preparation is no later than 3 working days.
Obligations to "lost" shareholders
From August 8, 2024, the joint-stock company has the right to stop paying dividends and sending notifications about holding a general meeting if the listed dividends were returned to the company during the previous 2 years (there should have been at least 2 attempts to transfer during this period), as well as if 5 days before the decision to suspend payments was not received up-to-date information about the shareholder. However, the company can make such a decision only if all the specified conditions are met.
Acsour recommends analyzing the changes introduced by Federal Law No. 287-FZ and making the necessary adjustments to the organization's charter and other internal documents in a timely manner.
The law also defines the procedure and mandatory structure of the protocol recording the decisions taken. The deadline for its preparation is no later than 3 working days.
Obligations to "lost" shareholders
From August 8, 2024, the joint-stock company has the right to stop paying dividends and sending notifications about holding a general meeting if the listed dividends were returned to the company during the previous 2 years (there should have been at least 2 attempts to transfer during this period), as well as if 5 days before the decision to suspend payments was not received up-to-date information about the shareholder. However, the company can make such a decision only if all the specified conditions are met.
Acsour recommends analyzing the changes introduced by Federal Law No. 287-FZ and making the necessary adjustments to the organization's charter and other internal documents in a timely manner.
