In connection with the COVID-19 pandemic, a number of changes were made to the Federal Law No. 115-FZ dated 7/4/2020, according to which special terms for holding General meetings of shareholders (participants) were established in 2020.
In 2020, the annual general meetings of JSC and LLC may be held until September 30, 2020 (sub-clause 1 and sub-clause 3 of article 11, clause 4 of article 12 No. 115-FZ). It should be noted that the postponement of terms is more applicable and effective for joint-stock companies than for limited liability companies. This is justified by the fact that the Law No. 115 suspended the validity of two norms for JSC and LLC to a different extent. For example, for a JSC, the new term for holding an annual meeting is at least two and not more than nine months after the end of the financial year, regardless of what is set out in the Charter of the JSC. Therefore, if the approval of the annual accounting reports in your joint-stock company in connection with the coronavirus is planned to be held at a later date – from July to September, then you need to make the appropriate decision of the Board of Directors.
With LLC, the situation is different. The Law No. 115 suspends the validity of only one provision, introducing a new deadline for holding a regular meeting of participants – September 30, 2020. However, according to another provision of the norm, part 2 of article 34 of the Law On LLC, which continues to operate, LLC is obliged to hold a regular meeting of participants in the period set in its Charter – until April 30, 2020, until it makes changes to the Charter. Therefore, despite the legislative “permission” to hold a regular meeting in 2020 before September 30, companies will be forced to organize a meeting within very limited timeframes.
If the adoption of annual accounting reports in your limited liability company in connection with the coronavirus is planned to be held at a later date – from May to September, then you need to urgently make changes to the Charter to establish a new term for the regular meeting of participants to be held. Acsour lawyers are ready to assist with changing the Charter and prepare the necessary set of documents promptly.
Let us recall that earlier, the legislator allowed joint-stock companies to hold general meetings in the form of absentee voting this year, regardless of the agenda. However, there is no similar rule for LLC, which leads to the obligation of limited liability companies to hold attendee meetings to approve the annual accounting reports.