совет директоров

Approval of the reporting at the general meeting of participants in 2021

Approval of the reporting at the general meeting of participants in 2021

LEGAL DIGEST, NEWS \ 25.02.2021

The State Duma in the third reading adopted a law that extends the possibility of holding an absentee meeting of shareholders and participants of Limited Liability Companies.

According to the amendments, until December 31, 2021 inclusively, the prohibition on holding meetings of participants of Joint-Stock Companies (JSC) and Limited Liability Companies (LLC) in absentia on the issue of approving annual reports and annual balance sheet reports will be suspended. Also, the prohibition will not be applied if the following issues are discussed during the shareholders’ meeting:

  • choice of the board of directors or the audit commission;
  • approval of the auditor.

To hold a meeting in absentia, the JSC needs a decision of the board of directors, and the LLC needs a decision of the executive body.

Please be reminded that by April 30, 2021, it is necessary to hold the regular general meeting of LLC participants. The notification of the holding of such a meeting must be sent to the participants not later than 30 days before its holding. All decisions of the LLC participants in the framework of voting in person and the list of those present at their adoption must be notarized. However, other ways of confirming participation are also possible, if such methods are fixed in the Charter.

For illegal refusal to convene or evasion from convening a general meeting of LLC participants, as well as for violation of the requirements of the legislation for the procedure for preparing and holding such a meeting, administrative liability is provided for under article 15.23.1 of the Administrative Code of the Russian Federation:

  • for officers – a fine of 20,000 – 30,000 rubles;
  • for legal entities – a fine of 500,000 – 700,000 rubles.

In the matters of the preparing, holding and documentation of the general meeting of LLC participants, please contact Acsour Legal Department.