Special rules for holding General Meetings in 2020

01 September 2020
Polina Vodogreeva

Federal law No. 115-FZ of 07.04.2020 (as amended by Federal law No. 297-FZ of 31.07.2020) (“Law”) sets out the specifics for holding General Meetings of LLC and JSC shareholders in 2020:

1. The extended terms for the ordinary (annual) General Meeting convening

 

Terms for the ordinary (annual) General Meeting convening in 2020

JSC

Within the terms determined by the Board of Directors of the JSC, but not earlier than 2 months and not later than 9 months after the end of the reporting year

LLC

Not earlier than 2 months and not later than 9 months after the end of the financial year

2. The possibility of holding certain General Meetings in absentia

 

The agenda of meetings that the Law allows to be held in the form of absentee voting in 2020

JSC
  • Election of the Board of Directors (Supervisory Board);
  • Election of the audition committee;
  • Approval of the auditor;
  • Approval of the annual report and annual accounting (financial) statements.

A decision of the Board of directors of the JSC is required to hold a meeting with the specified agenda in the form of absentee voting1.

LLC
  • Approval of annual reports and annual balance sheets

A decision of the executive body of the LLC is required to hold a meeting with the specified agenda in the form of absentee voting.

3. The extended terms of preparation of the JSC’s minutes and notification of the voting results of the JSC General Meeting

The increased terms are set for joint-stock companies in 2020, namely:

  • 6 business days for drawing up the minutes of the General Meeting of shareholders;
  • 6 business days for drawing up the minutes on the results of the shareholders’ voting;
  • 6 business days for drawing up the minutes of the Board of Directors meeting;
  • 8 business days for sending the report on voting results to persons from the list of persons entitled to participate in the General Meeting.

4. Special procedure for preparing for the annual General Meeting of JSC shareholders

When preparing for the annual Meeting to be held in 2020, the Board of Directors of the JSC must determine the date by which proposals to include issues in the agenda of the annual General Meeting and to nominate the candidates to the bodies of JSC can be received from shareholders (“Date”). The Law determines the following requirements to the Date:

  • The Date must be at least 27 days before the date of the Meeting;
  • The Date is to be indicated in the notice of the annual Meeting.

The proposals can be made by shareholders who collectively own at least 2% of the voting shares of the JSC. The Board of Directors must review the received proposals within 5 days from the Date.

The above-mentioned provisions on the special procedure for preparing for the annual General Meeting of shareholders do not apply to annual General Meetings that were announced before July 31, 2020 (the effective date of the relevant provisions of the Law).
 

1Art. 2 of the Federal law No. 50-FZ of 18.03.2020