Holding a general meeting of members of the company. General meeting of participants Materials of the general meeting

Since 2014, business companies (LLCs, JSCs) are required to confirm the decisions made at the general meeting and the composition of the company's participants present at their adoption.

Depending on the legal entity, the legislator defines the methods of such confirmation:

These rules are aimed at protecting the rights of shareholders / members of the company when making the most important management decisions in organizations that fall within the competence of the General Meeting, tk. the presence of an outside observer or the technical possibility of fixing the composition of participants and the way they make decisions makes it possible to prevent or resolve many corporate disputes (the most common of which are questions about the quorum when making decisions and voting on certain issues).

Violation of the procedure for confirmation entails the nullity of the decisions taken at the general meeting, i.e. anything that members/shareholders "decide" at such a meeting shall not be enforced and shall have no legal effect. As a result, tax authorities refuse to amend the Unified State Register of Legal Entities on such insignificant decisions, and further appeal of their refusals to the arbitration court has no prospects. Or arbitration courts, at the request of one of the participants, recognize the results of the meetings as invalid.

In addition to the organizational and legal form, the form of the meeting will also affect the method of confirmation. There are two of them:

full-time - participants are present in one place at one time and make decisions;

correspondence - participants fill out ballots with agenda items and send them to the company for counting votes and fixing the decisions made, without joint presence in one place.

1) Confirmation by the registrar for joint-stock companies.

For non-public joint-stock companies there are two "options" - a notary or a registrar, who maintains a register of shareholders and performs the functions of a counting commission.

In public joint-stock companies(whose shares are freely traded on the securities market, for example: PJSC Sberbank, PJSC Gazprom) only confirmation by the registrar is available.

Based on the wording of the Civil Code and additional requirements, it follows that the representative of the registrar must actually be present at the General Meeting of Shareholders, perform the functions of the counting commission, i.e. to register all participants who arrived at the meeting and to count the votes of shareholders on a particular issue.

At the same time, the Meeting may discuss issues related to trade secrets, distribution of dividends, and other confidential issues. The question arises, how will the safety of this information received by an outsider for the company be ensured and by whom is controlled? What is the responsibility of the registrar in case of disclosure of such information by its employees?

Of course, these issues must be settled in an agreement with the registrar, since they are not established by the requirements of the Central Bank for such an agreement. However, the discussion of agenda items in front of an outsider is uncomfortable in any case, because formal liability does not compensate for losses from the disclosure of trade secrets. Therefore, it is advisable to approve the procedure for holding a meeting, in which: the registrar only registers the arrived shareholders at the beginning of the meeting and records the results of voting on the agenda items at the end of the meeting, about which he draws up a protocol on the results of voting. And when discussing business ideas, commercial projects, the representative of the registrar will be removed, because. its functions are not required.

An important issue is related to the cost and the actual possibility of the presence of a representative of the registrar at the meeting, especially during the mass holding of annual meetings of shareholders held in the second quarter of the year.

Of course, the cost of services will vary depending on the region and registrar. In general, all of them in the "high season" raise their prices with an increase factor of two to ten times. I am glad that for non-public joint-stock companies there is an alternative - to contact a notary.

2) Notarization.

Non-public JSCs and LLCs can use this method.

The Federal Notarial Chamber has developed a single Manual for all notaries. In accordance with it, the notary in advance (a day, three or as agreed) are transferred Required documents: an application addressed to the notary, containing data on the date, time, venue general meeting and agenda, Charter, certificates of registration of a legal entity, list of participants / shareholders and other documents.

On the appointed day and hour, all those wishing to take part in the General Meeting gather at the appointed place, as a rule, in the notary's office or in the office of the company. The notary, having verified the identity of all participants / shareholders, records their decisions and issues a special Certificate. The cost of notary services also varies, but it will definitely be cheaper and faster for all participants to come to the office than to wait for the notary to leave.

For an LLC, the Articles of Association may contain alternative ways of certifying decisions. The exception is the decision to increase authorized capital LLC, the fact of acceptance of which is confirmed only by a notary and in no other way, even if the Company has one participant (this is the only sentence in our article that is relevant to companies with a single participant / shareholder, all other requirements do not apply to them).

3) Signing of the minutes of the general meeting by the members of the Company.

Despite the apparent simplicity of this method at first glance, it also has pitfalls.

Firstly, the possibility of its application should be directly fixed in the Charter or in a unanimously adopted decision of the General Meeting of Participants.

Secondly, unanimous approval of the decision on the method of fixing the composition of participants and the procedure for its adoption can be difficult if the participants are in confrontation: it is enough for one of them to fail to appear or refuse to sign such a decision to deprive the decision of the meeting on this issue of legitimacy, even if for quorum and other decisions are enough votes. As a result, the need to invite a notary to the General Meeting, and this is associated with additional costs.

Thirdly, the possibility of signing not by all the participants of the General Meeting, but by a part of them has been introduced. We believe that signing by a part of the participants can be provided for in the Articles of Association or in the Decision on the choice of a method for confirming the adoption of decisions by the General Meeting, adopted unanimously by all participants, for example:

signing by all participants present when the decision is made;

signing by certain participants indicating their passport data (however, if any of them did not appear or did not want to sign at the next meeting, and at the same time the required number of votes for making a decision was received, then it becomes necessary to hold the next meeting and, possibly, consider the issue about the invitation to the next meeting of the notary);

signing by a participant owning more than 50% of the votes (as the owner of a controlling stake);

signing by the chairman and secretary of the General Meeting.

4) The next of the methods provided by law is fixation by technical means.

The law does not explain how fixing should be carried out, and who should do it, but there are essential condition- this should make it possible to reliably establish the fact of the adoption of specific decisions by the general meeting. This means that the determination of the type, method (audio recording, video recording), the procedure for storing the original recording, the issuance of copies of it remains at the discretion of the participants themselves and should be established by the Charter. Possibly, in the near future, voting using video conferencing systems (Skype, WhatsApp, etc.), electronic digital signature, software or mobile applications for smartphones / tablets, which allow to reliably identify a participant (by photo, fingerprint, etc.) and vote on agenda items.

It can be proposed to create a separate section in the Articles of Association with a detailed description of who and how such fixation is carried out, and where the data confirming the decision of the general meeting will be stored, as well as responsibility for their loss. By making the list open, the legislator left the possibility for any methods of technical fixation, which are still unknown to us, but which will become widespread in the future.

Again, we repeat that any non-notarial method of fixing must be approved by a unanimous decision of all participants. If the procedure for confirming the composition and making decisions by the general meeting of the LLC is not described in the Charter or a separate decision, it is necessary to invite a notary to each meeting.

5) You can choose other ways, fixing them in the Charter.

For example, a method for confirming decisions made by absentee voting should be specified separately. For an LLC, this may be the already mentioned signing by the Chairman and Secretary of the meeting. There is no alternative for JSC - only the registrar, since the notary, not seeing who and when signed the ballot, will not certify the fact of the decision.

The time that has passed since the change in the Civil Code of the Russian Federation has shown that LLCs and JSCs have already adapted to the requirements, confidently maneuvering between the provided opportunities. However, if the company is dated earlier than 2014, which is still not uncommon, it is necessary to invite a notary to each meeting or sign the minutes unanimously, including the obligatory clause on choosing a method for confirming the decision.

1. Clause 3 of Art. 67.1 of the Civil Code of the Russian Federation

2. p. 107 Resolution of the Plenum of the Supreme Court of the Russian Federation of June 23, 2015 No. 25 “On the application by the courts of certain provisions of Section I of Part One of the Civil Code of the Russian Federation”

3. See the decision of the Arbitration Court Central District dated January 19, 2018 in case No. А54-939/2017

4. Regulations on additional requirements for the procedure for preparing, convening and holding a general meeting of shareholders, approved. Order of the Federal Service for Financial Markets dated 02.02.2012 No. No. 12-6/pz-n

5. Letter of the Federal Tax Service No. 2405/03-16-3 dated September 1, 2014 On the Manual for Certification by a Notary of the Adoption of a Decision by a General Meeting of Participants of a Business Company and the Members of the Company Participants Present at its adoption.

Therefore, it is important for an accountant to know about the requirements for the execution of decisions of the general meeting. The Civil Code of the Russian Federation on this issue was amended, which came into force in September last year. Let's see what they are.

What is the reason for the emergence of new requirements

Decisions of general meetings are often challenged in court by the participants of the JSC (LLC). The conflicting parties accuse each other of forging signatures, making decisions in the absence of a quorum, violating voting procedures, etc. Such disputes interfere with the normal operation of companies and overload the courts. Therefore, it seems that the legislator decided to remove the ground for claims and make the final document - the minutes of the general meeting - more secure.

ATTENTION

It is not necessary to confirm the decisions of the general meeting and the composition of participants (shareholders) in companies with a single participant (shareholder) Letter of the Central Bank of August 18, 2014 No. 06-52/6680 (p. 5).

The design itself does not seem to have undergone any changes. The minutes of the general meeting, as before, are drawn up in a simple written form, signed by the chairman and the secretary of the meeting. paragraph 3 of Art. 181.2 of the Civil Code of the Russian Federation. However, now, in respect of any decisions of the general meeting, it is necessary to confirm paragraph 3 of Art. 67.1 of the Civil Code of the Russian Federation:

the very fact that a decision has been made;
the composition of the participants in the meeting that made the decision.

What should such confirmation be expressed in? It depends on the legal form of the company.

How to confirm the decision of the public JSC meeting

In public JSCs, everything is simple - they have a registrar sub. 1 p. 3 art. 67.1 of the Civil Code of the Russian Federation. That is, an independent licensed organization that maintains a register of shareholders and performs the functions of a counting commission (a body that is created to count votes and ensure other “technical” issues of the meeting) paragraph 4 of Art. 97 of the Civil Code of the Russian Federation; paragraph 4 of Art. 56 JSC Law.

From September 1, 2014, JSCs are considered public whose shares are publicly placed or traded on the market, or whose publicity is stated in the name and charter of the JSC paragraph 1 of Art. 66.3 of the Civil Code of the Russian Federation. At the same time, a JSC established before 09/01/2014, whose shares are publicly placed or circulated, is considered public, regardless of whether changes have been made to its charter and name or not. paragraph 11 of Art. 3 Law of 05.05.2014 No. 99-FZ. The number of shareholders for the purposes of dividing a JSC into public/non-public does not matter.

The actions of the registrar as a counting commission (checking the powers of participants, registering participants, determining the quorum, counting votes, drawing up minutes, etc.) are confirmation of the decisions of the general meeting of the JSC and the composition of its participants. In other words, JSCs that meet the criteria of public ones can simply issue decisions in the same order.

Do the minutes of the meeting need to state that the confirmation requirement has been met? The law does not require this, but such a mark will not hurt. It will remove questions regarding compliance with new requirements both from the shareholders of the JSC, who may want to get acquainted with the protocol, and from third parties. A similar opinion was expressed by a specialist in civil law.

FROM AUTHENTIC SOURCES

Deputy Chairman of the Council of the Research Center for Private Law named after. S.S. Alekseev under the President of the Russian Federation

“In our opinion, the legislation does not establish the obligation of the person keeping the register of shareholders to draw up additional documents on the method of confirming the decisions taken by the meeting and the composition of the shareholders who were present at their adoption. Therefore, at present, we can only talk about the expediency of reflecting the relevant information in the minutes of the general meeting of shareholders” .

It seems that the following phrase should be included in the minutes of the general meeting (somewhere before the signatures):

“The adoption of decisions by this meeting and the composition of the company’s participants who were present at their adoption were confirmed by the registrar in the manner provided for in subpara. 1 p. 3 art. 67.1 of the Civil Code of the Russian Federation”.

How to confirm the decision of the meeting of a non-public JSC

The decision of the general meeting of shareholders of non-public JSCs may confirm sub. 2 p. 3 art. 67.1 of the Civil Code of the Russian Federation:

<или>registrar;
<или>notary.

As a reminder, all joint-stock companies, including those with less than 50 shareholders, had until October 1, 2014 to transfer the maintenance of the register to a professional registrar from paragraph 2 of Art. 149 of the Civil Code of the Russian Federation; Art. 3 Law of 02.07.2013 No. 142-FZ. That is, ZAO too. For those who did it, there is nothing to worry about. Decisions will be considered confirmed by the registrar, as in the option above Letter of the Central Bank of August 18, 2014 No. 06-52/6680 (p. 4).

But non-public joint-stock companies, which, even after October 1, 2014, continue to maintain the register on their own, frankly, “hit”:

they are required to invite a notary to every general meeting, which will definitely cost them a pretty penny. In addition, this obliges shareholders to always meet in person, because a decision made by absentee voting cannot be certified by a notary;
The Central Bank can fine them for illegal maintenance of the register of shareholders: an organization - by 0.7-1 million rubles, directors - by 30-50 thousand rubles. Part 2 Art. 15.22, part 1 of Art. 23.74, part 2 of Art. 23.1 of the Code of Administrative Offenses of the Russian Federation; Letter of the Central Bank of July 31, 2014 No. 015-55/6227

So it is better not to postpone the transfer of the registry to the back burner.

Information about the registrar maintaining the register of shareholders, the JSC must transfer to the Unified State Register of Legal Entities within 3 working days from the date of transfer of the register sub. "e" p. 1, p. 5 Art. 5 of the Law of 08.08.2001 No. 129-FZ. Yes, and the registrar quarterly reports to the Central Bank on the registers it serves x sec. 8 forms No. 1100, approved. Appendix No. 2 to the Decree of the FCSM No. 33, the Ministry of Finance No. 109n dated 11.12.2001. Therefore, unfortunately, it will not be possible to hide your delay. Is there a penalty? It all depends on the Central Bank. Let's hope, at least, that only the director will be punished - he has a relatively small fine.

How to confirm the decision of the LLC meeting

Society with limited liability must invite a notary to meetings if the LLC does not accept its own method of confirmation. Moreover, this method can be any, the main thing is that it suits all participants in the LLC. After all, the meaning of confirmation is the protection of their interests. For example, the methods could be:

<или>signing of the protocol by all participants of the LLC (a certain part of the participants);
<или>the use of technical means to reliably establish the fact of the decision and the composition of the participants (for example, video recording);
<или>holding a meeting via videoconference.

It is clear that doing without a notary is both easier and cheaper. However, to do this, you must first fix the chosen method of self-confirmation in the charter of the LLC or in the decision of the general meeting, adopted by all participants of the LLC unanimously.

If your organization made changes to the charter or made such a decision before September 1, 2014, then you do not need to contact a notary.

If you did not do this before September 1, 2014, then you will have to invite a notary public at least once to hold a meeting at which all participants in the LLC paragraph 1 of Art. 3 of the Law of 05.05.2014 No. 99-FZ; sub. 3 p. 3 art. 67.1 of the Civil Code of the Russian Federation:

<или>unanimously approve the chosen confirmation method;
<или>make changes to the charter of the LLC regarding the chosen confirmation procedure paragraph 4 of Art. 12 LLC Law. In this case, do not forget to register the changes in the Unified State Register of Legal Entities within 3 working days after the approval of the changes by the general meeting of m paragraph 5 of Art. 5, paragraph 1 of Art. 17 of the Law of 08.08.2001 No. 129-FZ.

Suppose your LLC decides that they will confirm the decisions by signing the protocol by all participants. The text of the decision of the general meeting or the new provision of the charter may be, for example, as follows.

“The adoption of a decision by the general meeting of the company’s participants, as well as the composition of the company’s participants who were present at its adoption, is confirmed by signing the minutes of the general meetings of the company by all participants in the company.”

In this case, in the future, all participants in the LLC will have to gather at each meeting, and all of them will have to put their signatures on the minutes (and not just the chairman and secretary). If there are two or three participants, then this is not a problem, but if there are more, then it is probably worth considering another form of confirmation.

If later the participants are no longer satisfied with the chosen method, they can choose another, respectively, by unanimous vote at the general meeting or by amending the charter. In addition, it happens that the relationship between the participants becomes difficult, there are disputes and mutual distrust. In such cases, it is possible to switch to notarial certification.

As in the case of AO, you only need to choose a verification method and apply it in the future. Nevertheless, it seems reasonable, just in case, to reflect the fact and the method of confirmation in the minutes of the meeting. To do this, you can simply include in the protocol form a link to the relevant clause of the charter of the LLC or to the decision of the general meeting, for example, like this.

“The adoption of decisions by this meeting and the composition of the company’s participants who were present at their adoption were confirmed by signing the minutes by all the company’s participants in accordance with clause 5.12 of the company’s Charter.”

The procedure for interaction of JSC (LLC) with a notary

The text of the Manual for Notaries can be found at: Website of the Federal Notary Chamber→ Professionals → Theory and practice → Guidelines for certification by a notary of acceptance by a general meeting..., dated 11/30/2014

Having obligated organizations to confirm the decisions of meetings with a notary, the legislator did not bother to develop a procedure for such confirmation. The Federal Notarial Chamber did it for him by preparing a Manual for Notaries (hereinafter referred to as the Manual). For now, it can only be found online. This document will also be useful to business companies. Consider the recommended course of action.

If you invite a notary to meetings, then you do not need to include this method of confirmation in the charter or approve it by a decision of the meeting.

STEP 1. We agree with the notary

First you need to decide which notary you want to invite, and preliminarily coordinate the date of the meeting with him. Do it in advance, because he may have his own plans. Besides, he needs to be prepared.

You can contact any notary within the notary district a Art. 13 Fundamentals of legislation on notaries, approved. RF Armed Forces 11.02.93 No. 4462-1 (hereinafter referred to as the Fundamentals); preamble where the meeting is being held. That is, for example, to any notary in Moscow.

Keep in mind that the meeting can also be held in the premises of the notary's office, if this is not prohibited by the company's charter. This is convenient if there are few participants in the meeting, and it will cost less. But since the place of the meeting is indicated in the notices (messages) sent to shareholders (participants), this issue must be agreed in advance with the notary in order to enter the correct information into the notices (messages). However, if all participants are present at the meeting, then it is possible to gather at the notary's office even if the meeting was planned to be held elsewhere. clause 5.2 of the Handbook.

STEP 2. We prepare a package of documents

Make a written application in any form addressed to the selected notary with a request to certify the decisions of the general meeting and the composition of the participants. An approximate sample of the application can be found in Appendix No. 1 to the Manual. The application must be signed by the person convening the meeting (for example, the director of an LLC Art. 34, paragraph 2 of Art. 35 of the LLC Law).

In the application, indicate the date, place, start time and agenda of the planned meeting, attach a set of documents to it:

a copy of the charter;
extract from the Unified State Register of Legal Entities;
documents confirming the authority of the applicant (for example, the minutes of the general meeting of the LLC on the election of the director);
a list of LLC participants or a list of persons entitled to participate in a JSC meeting Art. 31.1 of the LLC Law; Art. 51 JSC Law;
internal documents of the company regulating the procedure for convening and holding a meeting (if any);
a copy of the notice or notice of the convening of the meeting, which was sent to the participants (shareholder m) pp. 1-2 tbsp. 36 of the LLC Law; pp. 1-2 tbsp. 52 JSC Law.

In terms of drawing up an application and the formation of a set of documents, it is better to additionally consult with a notary. In particular, he can receive an extract from the Unified State Register of Legal Entities himself clause 4.3 of the Handbook.

STEP 3. We hold a meeting

Warn participants that they must carry documents proving their identity and authority (passports, powers of attorney, birth certificates of underage participants, etc.). pp. 4.4, 5.5 Benefits). The notary will verify these documents.

Be prepared for the fact that he will make a video or audio recording clause 5.3 of the Handbook. In addition, the notary may ask you clause 5.12 of the Handbook:; sub. 15 p. 1 art. 264 of the Tax Code of the Russian Federation; Letter of the Ministry of Finance of August 26, 2013 No. 03-03-06/2/34843 .

If there is no decryption, then you will be able to take into account only the costs of the tariff for tax purposes, and this is the smallest amount.

STEP 5. We receive a certificate

At the end of the meeting, the notary will draw up a document - a certificate of certification of the adoption by the general meeting of participants of the economic company of decisions and the composition of the participants of the company who were present at its adoption and clause 5.13 of the Handbook; Appendix No. 2 to the Manual.

Please note that the notary will not certify the adoption of an insignificant decision, for example, a decision that restricts the right of a participant to attend the general meeting, take part in the discussion and vote and paragraph 2 of Art. 181.5 of the Civil Code of the Russian Federation; pp. 5.11, 6.2 Manuals. Nevertheless, compensate him for travel and pay engineering works have to.

Consequences of confirmation / non-confirmation of the decision of the meeting

So, we have considered the new requirements. But the question arises - what will happen for their non-compliance? This issue is not settled in the Civil Code. It seems that a decision of a JSC (LLC) not confirmed in accordance with the established procedure can at least be declared invalid in court at the claim of a participant who did not take part in the meeting or voted against pp. 1, 3 art. 181.4 of the Civil Code of the Russian Federation. A similar opinion was expressed by a specialist in civil law.

FROM AUTHENTIC SOURCES

“ Some experts propose to qualify the decisions of the meeting “without confirmation” as void on the basis of paragraph 3 of Art. 163 of the Civil Code of the Russian Federation due to non-compliance with the notarial form of the transaction. But another point of view seems correct, according to which the decision "without confirmation" has legal effect. However, it may be appealed by the participants of the business company in accordance with the rules established by the Laws on JSC paragraph 7 of Art. 49 JSC Law and about LLC paragraph 1 of Art. 43 of the LLC Law” .

Research Center for Private Law. S.S. Alekseev under the President of the Russian Federation

It is also unclear what to do with the certificates that the notary will issue. It is not necessary to file them with the protocol, as explained in the Handbook, this is an independent document. clause 5.14 of the Handbook. Nevertheless, it is better to store them together, and present them on demand. For example, if the bank where you issue bank cards requires you to provide a copy of such a certificate along with a protocol on the election of a director.

The general meeting of the founders of a limited liability company is a kind of supreme legislative body of the company. In the law on limited liability companies, article 37 is devoted to the rules for holding a general meeting. Here are the main provisions of this article:

The powers of the general meeting are prescribed in the Charter of the company. What is the competence of the general meeting?

It initially decides what types of activities the society will be engaged in and what associations and associations to join. The list of types of approved activities is recorded in statistics codes. The addition of new codes is usually carried out by the management of the enterprise;
makes changes to the charter, memorandum of association and other basic documents of the enterprise;
changes the size of the authorized capital (usually this means its increase);
establishes and prematurely terminates the activities of the executive body of the LLC (directorate), and also transfers, if necessary, managerial powers to a specialized organization or an entrepreneur (external manager), Determines the amount that is supposed to be paid for external management,
appoints and terminates the powers of the auditor (audit commission) and the auditor;
approves reports and balance sheets for the past year provided by the accounting department;
distributes dividends among the founders of the company or takes decisions on non-payment of dividends for the past year due to losses or the direction of profits for investment development;
accepts local (internal) regulations society;
issues securities (shares, bonds, etc.);
makes a decision on reorganization (change of organizational and legal form, opening of a branch network) and early, forms a liquidation commission and a liquidation balance sheet;
solves other issues related to the activities of the LLC included in the agenda.

The terms of the general meeting are also determined by the charter. By law, it cannot be convened less than once a year. The meeting is convened by the executive body of the company. The frequency of the general meeting is affected by the number of registered members of the company, their status (legal or natural persons) and their geographical location. This is quite reasonable, since non-resident members of the society have to travel to meetings at their own expense.

The annual general meeting must be held no earlier than two months and no later than four months after the end of the financial year. Two months are necessary for summing up the balance sheets, since their approval is one of the obligatory items on the agenda of the general meeting.

The charter of the LLC also determines the reasons for holding an extraordinary general meeting of the company's participants. To convene an unscheduled meeting, there must be sufficiently serious reasons relating to the interests of at least 10% of the company's participants.

An extraordinary meeting convenes the executive body. The initiative to convene may come from the supervisory board or the board of directors, the audit commission, the staff auditor, the company's executive body itself, as well as from the company's participants in an amount of at least 10% of the list of participants. The initiators of the meeting send an official request to the executive body, which must be considered within five days.

The executive body of the company considers the request to hold an extraordinary meeting and decides whether to hold it or not. In the second case, a refusal to hold the meeting is issued.

When setting the agenda of an extraordinary meeting, the executive body is obliged to check whether the issues included in the agenda are within the competence of the general meeting. As such, for example, all issues related to compliance with federal laws are recognized.

Items included in the agenda cannot be removed from it or changed. executive body- this is the prerogative of only the most general meeting of participants. However, the executive body own initiative can add additional questions and items to the agenda.

The term for holding an extraordinary meeting of LLC participants is 45 days from the date of acceptance of the request to hold it. In the event that the executive body refuses to hold an extraordinary meeting or if the 45-day period is not observed, the meeting may be held by its direct initiators at their own expense. In this case, the executive body of the company is obliged to provide the initiative group with the personal data of all members of the company, without exception, both legal entities and individuals.

All participants arriving at the general meeting are registered before its opening. You can participate in person or through a representative. Power of attorney issued by a member of the company - individual, notarized. Representatives legal entities present a power of attorney with the seal of the enterprise.

The meeting is opened by the head of the executive body - the director of the enterprise. If the holding of an extraordinary meeting was initiated by another body or a responsible person (auditor, auditor, board of directors), the head of this body is invited to open the meeting. He proposes to elect a chairman. Elections are held by a simple majority of votes. However, all other votings during the general meeting follow a more complex pattern. For example, when electing the executive bodies of a company, cumulative voting is used, when the number of participants is multiplied by the total number of votes. In some cases, at least two-thirds of the votes are required to make a decision.

When holding both an annual and an extraordinary meeting of the company's participants, a protocol must be kept. Participants have the right to receive extracts from it from the Audit Commission. Within ten days from the date of the meeting, the minutes must be sent to all its participants by mail or using electronic means connections.

The decision of the general meeting of participants is binding on all bodies of the company. Members who disagree decisions taken have the right to challenge them in court.

When holding a meeting, first of all, it should be taken into account that, in accordance with Article 181.2 of the Civil Code of the Russian Federation, a decision of the meeting is considered adopted if the majority of the meeting participants voted for it and at the same time at least fifty percent of the total number of participants participated in the meeting.

For joint-stock companies, this provision is also enshrined in Article 58 of the Law "On Joint-Stock Companies": the general meeting of shareholders is competent (has a quorum) if shareholders who collectively own more than half of the votes of the outstanding voting shares of the company took part in it. If there is no quorum for the meeting (both annual and extraordinary), it can be held again with the same agenda.

The repeated meeting of shareholders will be valid if at least 30% of the outstanding voting shares of the company take part in it (paragraph 3 of Article 58 contains an indication that for joint-stock companies with more than 500 thousand shareholders, the charter can provide for a quorum less than 30% Thus, the charter of these companies may contain any quorum for the eligibility of a repeated meeting). If the repeated meeting of shareholders is held less than 40 days from the date on which the previous meeting did not take place, the persons entitled to participate in the meeting are determined in accordance with the list of persons entitled to participate in the meeting, to the previous (failed) meeting. Also, in the absence of a quorum for holding an annual general meeting of shareholders on the basis of a court decision no later than 60 days later, a repeated general meeting of shareholders with the same agenda should be held (an additional appeal to the court in this case) is not required. The repeated general meeting of shareholders is convened and held by the person or body of the company specified in the court decision, and if the specified person or body of the company did not convene the annual general meeting of shareholders within the time period specified by the court decision, the repeated meeting of shareholders is convened and held by other persons or body of the company who filed a claim with the court, provided that these persons or the body of the company are indicated in the court decision.

With extraordinary meetings of shareholders, the situation is different: in the absence of a quorum for holding an extraordinary general meeting of shareholders on the basis of a court decision, a repeated general meeting of shareholders is not held.

In limited liability companies, when determining the quorum, the number of votes is calculated from the total number of votes of the company's participants, while in JSC the number of votes is calculated based on the votes provided by the voting shares of the shareholders participating in the meeting.

	How is the quorum determined and features of acceptance
The decision is made unanimously
The decision to establish a company, approve its charter and approve the monetary value of securities, other things or property rights or other rights having a monetary value, contributed by the founder in payment for the shares of the company, is taken by the founders unanimously (clause 3 of article 9 of law No. 208-FZ ).	The decision of all the founders of the company is required

The decision is made by a qualified majority (at least 3/4 of the votes is required)
Election of management bodies, the audit commission (auditor), approval of the company's auditor (clause 4, article 9 of law No. 208-FZ) when establishing a company	The decision is made by the founders, by a three-quarters majority vote, which represent the shares to be placed among the founders of the company.
Amendments and additions to the charter or approval of the charter in new edition(signature 1, clause 1, article 48, clause 4, article 49 of Law No. 208-FZ)	The minimum required number of votes is calculated from the votes of shareholders - owners of voting shares participating in the general meeting of shareholders.
Reorganization of the company (subclause 2, clause 1, article 48, clauses 3, 4, article 49 of Law No. 208-FZ)	Votes are counted according to the general rule. The decision is made (that is, the issue is put to a vote) only at the proposal of the board of directors (supervisory board) of the company, unless otherwise provided by the charter. The decision can be taken by a three-quarters vote. The Articles of Association may establish a different quorum. Refers to the exclusive competence, cannot be transferred to the competence of the Board of Directors.
Liquidation of the company, appointment of a liquidation commission and approval of the interim and final liquidation balance sheets (subclause 3, clause 1, article 48, clause 4, article 49 of Law No. 208-FZ)	The decision can be taken by a three-quarters vote. The Articles of Association may establish a different quorum. Refers to the exclusive competence, cannot be transferred to the competence of the Board of Directors.
Determining the number, nominal value, category (type) of declared shares and the rights granted by these shares; (signature 5, clause 1, article 48, clause 4, article 49 of Law No. 208-FZ)	The decision can be taken by a three-quarters vote. The Articles of Association may establish a different quorum. Refers to the exclusive competence, cannot be transferred to the competence of the Board of Directors.
Acquisition of outstanding shares in cases provided for by Law No. 208-FZ (Subclause 17, Clause 1, Article 48, Clauses 3, 4, Article 49 of Law No. 208-FZ).	The decision is made only at the proposal of the board of directors (supervisory board) of the company. The decision can be taken by a three-quarters vote. The Articles of Association may establish a different quorum.
Making a decision on filing an application for the delisting of the company's shares and (or) equity securities of the company convertible into its shares (subclause 19.2, clause 1, article 48, clause 4, article 49 of Law No. 208-FZ).	The decision can be taken by a three-quarters vote. The Articles of Association may establish a different quorum.
Reducing the authorized capital by reducing the par value of shares (clause 3, article 29 of law No. 208-FZ).	The decision is made only at the proposal of the board of directors (supervisory board) of the company. The decision can be taken by a three-quarters vote. It is impossible to provide for a quorum less or more by the charter.
An increase in the authorized capital by placing additional shares (placement of issue-grade securities convertible into shares) (clause 3, article 39 of Law No. 208-FZ).
Placement by public subscription of ordinary shares, as well as issue-grade securities convertible into ordinary shares, constituting more than 25 percent of previously placed ordinary shares, unless the need for a larger number is provided for by the charter (clause 4, article 39 of Law No. 208-FZ)	The decision can be taken by a three-quarters vote. Only a higher quorum can be established by charter.
Approval decision big deal, the subject of which is property, the value of which is more than 50 percent of the book value of assets (clause 3, article 79 of Law No. 208-FZ)	The decision can be taken by a three-quarters vote. It is impossible to provide for a quorum less or more by the charter.
Making a decision on filing an application with the Bank of Russia for exemption from the obligation to disclose or provide information in accordance with securities legislation (clause 1, article 92.1 of Law No. 208-FZ).	In a non-public joint-stock company - a decision can be made by three-quarters of the votes. It is impossible to provide for a quorum less or more by the charter. In a public joint-stock company (whose shares are placed by open subscription) - a decision can be made by 95% of the votes. It is impossible to provide for a quorum less or more by the charter
Decision of the general meeting of shareholders non-public society on acquiring the status of a public joint stock company.	The decision can be taken by a three-quarters vote. Only a higher quorum can be established by charter.

The decision is made by a simple majority of votes.
Decision on the issue of payment (declaration) of dividends on preferred shares certain type. At the same time, the votes of shareholders - owners of preferred shares of this type, cast for voting options expressed in the words "against" and "abstained" are not taken into account when counting votes, as well as when determining the quorum for making a decision on this issue (clause 4.2 of article 49 Law No. 208-FZ).	But the votes of shareholders - owners of preferred shares of this type, given for the voting options, "against" and "abstained", are not taken into account when counting votes, as well as when determining the quorum for making a decision on this issue. Refers to the exclusive competence, cannot be transferred to the competence of the Board of Directors.
The decision to approve a major transaction, the subject of which is property, the value of which is from 25 to 50 percent of the book value of the company's assets, if the unanimity of the board of directors (supervisory board) on this issue is not reached and it is submitted for decision by the general meeting of shareholders (clause 2 of Art. 79, clause 3, article 49 of Law No. 208-FZ).	The decision is made only at the proposal of the board of directors (supervisory board) of the company, unless otherwise provided by the charter.
The decision to approve a transaction in which there is an interest in cases where the approval of the transaction by the general meeting of shareholders is required (clause 4, article 83, clause 3, article 49 of Law No. 208-FZ).	The votes are counted from the votes of all shareholders-owners of voting shares not interested in the transaction. The decision is made only at the proposal of the board of directors (supervisory board) of the company, unless otherwise provided by the charter. The decision is made by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter.
Determination of the quantitative composition of the board of directors (supervisory board) of the company, election of its members and early termination of their powers.	The decision is made by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter. Refers to the exclusive competence, cannot be transferred to the competence of the Board of Directors.
An increase in the authorized capital of the company by increasing the nominal value of shares or by placing additional shares, if the charter of the company does not refer the increase in the authorized capital of the company by placing additional shares to the competence of the board of directors (supervisory board) of the company.	The decision is taken by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter.
Decreasing the authorized capital of the company by reducing the nominal value of shares, by acquiring a part of shares by the company in order to reduce their total number, as well as by redeeming shares acquired or redeemed by the company	The decision is taken by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter.
Formation of the executive body of the company, early termination of its powers, if the company's charter does not refer these issues to the competence of the board of directors (supervisory board) of the company, as well as cases when the Board of Directors did not elect a head within 2 months or 2 meetings in a row, and in cases when the Board of Directors could not make a decision on early termination of the powers of the head due to the lack of a quorum at 2 meetings of the Board of Directors held in a row.	The decision is taken by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter.
election of members of the audit commission (auditor) of the company and early termination of their powers	The decision is taken by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter. Shares owned by the management bodies of the JSC (manager, Board of Directors (Supervisory Board) and members of the collegiate body AO management).
approval of the company's auditor	The decision is taken by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter.
approval of the annual report, annual accounting (financial) statements of the company, if the company's charter does not refer these issues to the competence of the board of directors (supervisory board) of the company	The decision is taken by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter.
distribution of profits (including the payment (announcement) of dividends, except for the payment (announcement) of dividends based on the results of the first quarter, six months, nine months of the reporting year) and losses of the company based on the results of the reporting year	The decision is made by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter. Refers to the exclusive competence, cannot be transferred to the competence of the Board of Directors.
determination of the procedure for holding a general meeting of shareholders	The decision is taken by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter.
election of members of the counting commission and early termination of their powers	The decision is taken by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter.
share split and consolidation	The decision is taken by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter.
decision-making on participation in financial and industrial groups, associations and other associations commercial organizations	The decision is taken by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter.
approval of internal documents regulating the activities of the company's bodies	The decision is taken by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter.
making a decision on filing an application for the listing of the company's shares and (or) equity securities of the company convertible into shares of the company, if the company's charter does not refer the decision on this issue to the competence of the board of directors (supervisory board) of the company	The decision is made by a majority of the number of votes of the Company participating in the meeting. It is impossible to provide for a quorum less or more by the charter. Refers to the exclusive competence, cannot be transferred to the competence of the Board of Directors.

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The competence of the general meeting of participants in a limited liability company is determined by the charter of the company in accordance with the Law (clause 1, article 33 of the Law). Members of the company have the right to independently determine which issues they will consider at their meetings, if there are no mandatory prescriptions in this regard. legal regulations established in the Civil Code of the Russian Federation, the Law and other federal laws.

At the same time, the participants of the company, defining in the charter the competence of the general meeting, are obliged to attribute to it issues that, according to the Law, should be decided only by the general meeting of participants in the company. First of all, we are talking about issues related to the exclusive competence of the general meeting, which are listed in paragraph 2 of Art. 33 of the Law.

The exclusive competence of the general meeting of participants of the company includes:

1) determining the main directions of the company's activities, as well as making a decision on participation in associations and other associations of commercial organizations;

2) changing the charter of the company, including changing the amount of the authorized capital of the company;

3) amendments to the memorandum of association;

4) formation of the executive bodies of the company and early termination of their powers, as well as making a decision on the transfer of powers of the sole executive body of the company to a commercial organization or an individual entrepreneur (manager), approval of such a manager and the terms of the contract with him;

5) election and early termination of the powers of the audit commission (auditor) of the company;

6) approval of annual reports and annual balance sheets;

7) making a decision on the distribution of the net profit of the company among the participants in the company;

8) approval (adoption) of documents regulating the internal activities of the company (internal documents of the company);

9) making a decision on the placement of bonds and other issue-grade securities by the company;

10) appointment of an audit, approval of the auditor and determination of the amount of payment for his services;

11) making a decision on the reorganization or liquidation of the company;

12) appointment of a liquidation commission and approval of liquidation balance sheets;

13) resolution of other issues provided for by the Law.

Issues referred to the exclusive competence of the general meeting of participants in the company cannot be transferred to them for decision by the board of directors (supervisory board) of the company, except as provided by the Law, as well as for the decision of the executive bodies of the company.

In practice, it is not uncommon for participants to take an uncritical attitude to the draft section of the charter, which defines the issues considered by the general meeting. As a result, overloading the competence of the general meeting with secondary issues that are not of a fundamental nature may adversely affect their operational decision. And vice versa, when determining the competence of the general meeting, one should take into account the characteristics of a particular organization, enterprise (property complex), the common interests of all participants in the company.

It is also important to take into account the fact that the more powers the general meeting has, the less the scope of competence of other management bodies will be. In this regard, it is advisable to find such a "golden mean" that would enable the board of directors (supervisory board) and the general director (director) to function fully without reducing their responsibility for resolving relevant issues of managing the company *(53) .

As already noted, the general meeting of participants in the company can be regular and extraordinary. Article 34 of the Law establishes specific rules for holding a regular general meeting of participants in a limited liability company. There are no such provisions in the Civil Code of the Russian Federation. In Art. 34 of the Law combines imperative rules that establish rules that are binding on a business company, and dispositive rules that refer the resolution of certain issues to the conduct of a general meeting of company participants. Relations arising in connection with the annual general meeting of shareholders are regulated in a similar way (see, for example, Article 47 of the Federal Law "On Joint Stock Companies").

The next general meeting of the company's participants is held within the time limits specified by the company's charter, but at least once a year. Such a meeting is convened by the executive body of the company.

The charter of the company must determine the date for holding the next general meeting, at which the annual results of the company's activities are approved. The specified general meeting of the company's participants must be held no earlier than two months and no later than four months after the end of the financial year.

It should be noted that the provisions of Art. 34 of the Law should be considered in conjunction with other rules established by other articles of Ch. IV Law. The status of the general meeting of participants in the company (ordinary and extraordinary) as the supreme body of the company is determined by the rules of Art. 32 of the Law mentioned above. The competence of the general meeting, including exclusive, is regulated by Art. 33 of the Law. The procedure for convening and holding a general meeting, making decisions by it are determined according to the rules of Art. 36-38 of the Law.

The right to participate in the management of the affairs of the company in the manner prescribed by law and founding documents limited liability companies, one of the essential rights its participants (see Article 8 of the Law). Therefore, at the next general meeting of participants in a limited liability company, all participants in the relevant company (their representatives) have the right to be present with a casting vote and participate in the discussion of agenda items. The provisions of the constituent documents or decisions of the company's bodies that restrict these rights of the company's participants are void, i.e. are invalid and not subject to application from the moment of approval of the constituent documents or the adoption of such decisions.

AT without fail the next general meeting of the company's participants must be held at least once a year. At the same time, the Law admits that such a meeting can be held even more often if the participants in a limited liability company establish the appropriate rules in the charter of the company.

The right to convene the next general meeting of participants in a limited liability company, as a general rule, belongs to the executive body of the company. This rule is formulated as an imperative norm, however, it should be taken into account that in the case provided for by the Law and the charter of the company, the relevant powers are exercised by the board of directors (supervisory board) of the company (see Article 32 of the Law). The law does not determine which executive body of the company convenes the general meeting of the company's participants - a sole or collegiate one. Therefore, in the case of formation in a company, in addition to the sole and collegiate executive body, this issue must be clearly resolved in the charter of the company.

It is advisable to keep in mind that convening a general meeting of participants in a company is not only a right, but also an obligation of the executive body. Therefore, when the deadline for holding the next general meeting of the company's participants approaches, the executive body of the company is obliged not later than 30 days before the date of its holding to notify all participants of the company about this and take other actions provided for in Art. 36 of the Law.

We emphasize that the term for holding the annual general meeting of the company's participants (i.e. the general meeting at which the annual results of the company's activities are approved) must be established in the charter of a limited liability company. This rule is mandatory. At the same time, in the second paragraph of Art. 34 of the Law contains a dispositive norm - the date of the meeting can be set within a certain time range, but not earlier than two months and not later than four months after the end of the financial year. The introduction of specific rules on the timing of the annual general meeting depends on a number of conditions, in particular, on the volume of financial and economic activities of the company, its structure (presence of branches, representative offices, other structural divisions), the existence of dependence relations, the complexity of economic relations, etc.

For joint-stock companies, the timing of the annual general meeting of shareholders is also determined by the charter, but such a meeting must be held no earlier than two months and no later than six months after the end of the financial year of the company (Article 47 of the Federal Law "On Joint-Stock Companies").

In foreign and domestic practice, the term "fiscal year" is used to designate the period for which annual reports are prepared. For example, in the UK, there are two financial year-end dates, 31 March and 31 December. In the US, for the vast majority of companies, December 31 is the end of the fiscal year, which corresponds to the "tax year".

The legislation of the Russian Federation on accounting operates with the concept of "reporting year". According to Art. 14 FZ of November 21, 1996 "On Accounting" *(54) the reporting year for all organizations is a calendar year - from January 1 to December 31 inclusive.

The first reporting year for newly created organizations is the period from the date of their state registration to December 31 of the corresponding year, and for organizations established after October 1 - to December 31 of the next year. Data on business transactions carried out before the state registration of organizations (for example, related to the formation of authorized capital, the purchase of equipment, the lease of premises, etc.) are included in their financial statements for the first reporting year. Financial statements are prepared for the reporting year. For the preparation of financial statements, the reporting date is the last calendar day of the reporting period. Accordingly, for the preparation of annual financial statements, the reporting date is December 31.

Decisions at the next general meeting of participants in a limited liability company are made according to the rules established by Art. 37, 38 and other articles of the Law, as well as in the charter of the relevant company.

The extraordinary general meeting of the company's participants, like the regular general meeting, is the supreme body of the company (Article 32 of the Law) and implements the competence of the general meeting of the company's participants, established in Art. 33 and other articles of the Law, as well as in the charter of the company. At the same time, it is hardly advisable to include consideration of issues that are logical to consider at the annual general meeting of the company's participants (for example, on the approval of annual reports and annual balance sheets, etc.) within the competence of an extraordinary general meeting.

According to paragraph 1 of Art. 35 of the Law, an extraordinary general meeting of the company's participants is held in cases specified by the company's charter, as well as in any other cases if such a general meeting is required by the interests of the company and its participants.

Thus, a specific list of grounds for convening and holding an extraordinary general meeting of participants in a limited liability company should be established in the charter of the relevant company. In addition, the Law allows that if an extraordinary general meeting is required by the interests of the company or its participants, then an extraordinary general meeting of the company's participants is also held in other cases. Consequently, the charter of the company cannot establish a closed (exhaustive) list of grounds for convening and holding an extraordinary general meeting of participants in the company.

The initiative to convene an extraordinary general meeting of the company's participants may belong to the entities listed in the first paragraph of paragraph 2 of Art. 35 of the Law - to the executive body of the company, the board of directors (supervisory board), the audit commission (auditor) of the company, the auditor, as well as the company's participants, who in aggregate have at least 1/10 of the total number of votes of the company's participants. Other persons are not entitled to initiate the convocation of an extraordinary general meeting of the company's participants.

The rule that the participants in the company, having in aggregate not less than 1/10 of the total number of votes of the participants in the company, have the right to demand an extraordinary general meeting, in our opinion, should not be interpreted broadly. Based on the literal interpretation of this rule, it does not apply to the case when the specified number of votes is held by one member of a limited liability company. We will find confirmation of this conclusion, in particular, in paragraph 4 of Art. 37 of the Law, which establishes that a meeting convened by the participants of the company is opened by "one of the participants who convened this meeting."

The explained rule is established by the Law in order to ensure the interests of a minority of participants in the company and allows those participants whose shares in the authorized capital of such a business company are relatively small to participate in the management. This is one of the differences between a limited liability company and a joint-stock company, where the interests of large investors are protected to a greater extent. For comparison, it can be recalled that a similar issue in the joint-stock legislation of the Russian Federation is resolved differently. The Federal Law "On joint-stock companies" provides for the right of shareholders (shareholder) owning at least 10% of voting shares to demand that a general meeting of shareholders be convened (clause 1, article 55). In other words, in a joint-stock company, a general meeting may be convened on the initiative of either one or several shareholders who have a sufficient number of votes for this.

Foreign legislation on corporations provides for the possibility for participants in business companies that have a smaller number of votes than the number of votes established by the Law to demand an extraordinary general meeting if this is necessary in the interests of their organization. For example, according to Article 122 of the Joint Stock Law of the Federal Republic of Germany, the right to demand the convening of a general meeting belongs to shareholders whose participation in the company's equity capital is at least 1/20 of the part (5%) of the size of this capital, and the required amount of the applicants' total participation in the equity capital can be reduced by the company's charter and be less than 5%. The right to demand the convening of an extraordinary general meeting is also used, in accordance with Art. 394 of the Commercial Code of the Republic of Poland, shareholders representing at least 1/10 of the authorized capital, although the specified amount may be reduced by the articles of association.

Let us note that the Law does not allow for the possibility of establishing in the charter less than indicated in paragraph 2 of Art. 35, the minimum number of votes required for the participants in a limited liability company to have the right to demand the convening of an extraordinary meeting.

The right to convene an extraordinary general meeting of the company's participants belongs to the executive body of the company - one-man or collegiate, depending on the competence of which executive body this right is assigned by the charter of the limited liability company. This right is also the responsibility of the executive body.

The executive body of the company must, within five days from the date of receipt of the request to hold an extraordinary general meeting of the company's participants, consider this request and make a decision to hold an extraordinary general meeting of the company's participants or to refuse to hold it. The decision to refuse to hold an extraordinary general meeting of the company's participants may be taken by the company's executive body only if:

if the procedure established by the Law for presenting a request for holding an extraordinary general meeting of participants in the company is not observed;

if none of the issues proposed for inclusion in the agenda of the extraordinary general meeting of participants in the company does not fall within its competence or does not comply with the requirements of federal laws.

Thus, in paragraph 2 of Art. 35 of the Law, the imperative norm establishes only two grounds for the executive body to decide to refuse to hold an extraordinary general meeting of the company's participants. These grounds are not subject to broad interpretation.

It should be noted that since the said paragraph refers to the compliance of the issues to be included in the agenda with the requirements of federal laws, it is unacceptable to evaluate these issues for compliance with the requirements of by-laws. The competence of the general meeting of participants in the company is determined according to the rules of Art. 32, 33, etc. of the Law, as well as the charter of the company.

In accordance with the specified criteria, a decision is made to hold or refuse to hold an extraordinary general meeting of the company's participants. A special rule is established in the event that one or more issues proposed by the initiator of the extraordinary general meeting for inclusion in the agenda do not fall within the competence of the general meeting or do not comply with the requirements of federal laws. Such issues are not included in the agenda, although the executive body of the company is still obliged to make a decision on holding an extraordinary general meeting.

If the executive body fails to make a decision to convene an extraordinary general meeting of the company's participants within the prescribed period or decides to refuse to hold it, the board of directors (supervisory board) of the company, the audit commission (auditor), the auditor, participants can convene an extraordinary general meeting. companies holding in the aggregate at least one tenth of the total number of votes of the company's participants, depending on who owns the initiative to convene the relevant extraordinary general meeting.

If one or more issues proposed for inclusion in the agenda of an extraordinary general meeting of participants in the company do not fall within the competence of the general meeting of participants in the company or do not comply with the requirements of federal laws, then these issues are not included in the agenda.

The law does not clearly define the content of the requirement to convene an extraordinary general meeting of the company's participants. It seems that it should include the exact wording of the issues to be submitted to the decision of the extraordinary meeting, the motives that led to the raising of these issues, and a proposal on the form of the initiated extraordinary general meeting, the date and time of its holding. At the same time, the demand coming from the participants of the company must also contain information about the size of their shares in the authorized capital of the limited liability company.

The request to hold an extraordinary general meeting shall be sent to the executive body of the company authorized to convene such a meeting. The form of holding an extraordinary meeting (joint presence or absentee voting) is established by the decision of the executive body in accordance with the form proposed by the initiator of the meeting. Such a requirement is considered by the executive body within 5 days, and if within this period the decision to convene an extraordinary general meeting is not adopted by it, then the rules established in paragraph 4 of Art. 35 of the Law.

The wording of the issues proposed for inclusion in the agenda of the extraordinary general meeting of the company's participants must be retained by the executive body in the wording proposed by the relevant initiator of such a meeting. The form of holding an extraordinary general meeting (joint presence or absentee voting) proposed by the initiator of the meeting cannot be changed. However, the executive body of the company has the right, in addition to the issues proposed by the initiator of the meeting, to include in the agenda of the extraordinary general meeting of the company's participants any additional issues on its own initiative. The subject matter of these additional issues is determined only at the discretion of the body convening the extraordinary meeting.

In paragraph 3 of Art. 35 of the Law establishes the maximum period during which (starting from the day the executive body receives the relevant request) the meeting must be held without fail: requirements for it.

The subject of consideration of an extraordinary general meeting of participants in a company is usually issues that are subject to prompt resolution, so the deadline for holding it is quite tough. The specified period includes a 5-day period for making a decision on holding a meeting, established by paragraph 2 of Art. 35, as well as the terms provided for in Art. 36 of the Law.

If within five days from the date of receipt of the request to hold an extraordinary general meeting of participants in a limited liability company, the executive body has not made a decision to hold such a meeting or has refused to hold it, then the meeting may be convened by the bodies or persons that sent the relevant request to the executive body. In this case, they must comply with the requirements of Art. 36 of the Law, and the executive body of the company is obliged to provide them with a list of participants in the company with their addresses (see the second paragraph of paragraph 4 of article 35 of the Law).

If the convocation of such an extraordinary general meeting is later recognized by the company's participants as necessary or expedient, this extraordinary general meeting or the ordinary general meeting of the company's participants has the right to decide on compensation to the initiator (initiators) of convening an extraordinary meeting of the costs associated with its preparation, convening and holding. The specified compensation is made at the expense of the society.

The general meeting also has the right not to approve the actions of the initiator of holding an extraordinary general meeting, for example, in cases where the participants of the company consider that the issues submitted for consideration are not essential for the activities of the company or it was permissible to resolve them not promptly, but at the next general meeting. In these cases, the costs of holding an extraordinary general meeting of the company's participants may not be reimbursed to the bodies or persons who requested it.

The procedure for convening a general meeting of participants in a limited liability company is regulated in detail by Art. 36 of the Law. It should be noted that the Civil Code of the Russian Federation does not establish such rules, but similar norms are contained in the joint-stock legislation of the Russian Federation (for example, articles 52, 53 and others of the Federal Law "On Joint-Stock Companies").

Rules Art. 36 of the Law apply equally to the procedure for convening a regular and extraordinary general meeting of participants in a limited liability company. Most of the norms of this article are imperative, but it also contains dispositive norms.

In accordance with paragraph 1 of Art. 36, the body or persons convening a general meeting of the company's participants are obliged not later than 30 days before its holding to notify each participant of the company about this by registered mail at the address indicated in the list of the company's participants, or in another way provided for by the company's charter.

The body or persons who own the rights and obligations associated with convening a general meeting of participants in a limited liability company may be the sole or collegial executive body of the company, the manager (if the powers of the sole executive body have been transferred to him), the board of directors (supervisory board) of the company, the audit the commission (auditor) of the company, the auditor of the company, the participants in the company, who in the aggregate have at least 1/10 of the total number of votes of the participants in the company.

The next general meeting of participants in a limited liability company is convened by the executive body of the company or the manager, if the powers of the sole executive body of the company have been transferred to him and the powers to convene the next meeting are not assigned by the charter of the company to the competence of the collegial executive body of the company.

The same are the subjects of the right to convene an extraordinary general meeting of participants in the company, except for the case specified in paragraph 4 of Art. 35 of the Law, when the Law transfers the powers to convene such a meeting to the relevant initiator of an extraordinary general meeting - the board of directors (supervisory board) of the company, the audit commission (auditor) of the company, the company's auditor, the company's participants, who in aggregate have at least 1/10 of the total votes of the members of the society.

In paragraph 1 of Art. 36 of the Law imperatively establishes the obligation of holders of the powers to convene a general meeting of participants in the company within the period specified in this paragraph to personally notify all participants of the company about the meeting. Unless the charter of a limited liability company provides for another method of such notification, it shall be carried out in the manner specified in this paragraph.

Paragraph 2 of Art. 36 of the Law determines the content of the notice of the general meeting and establishes the rules for the formation of the agenda of this meeting: the notice must indicate the time and place of the general meeting of the company's participants, as well as the proposed agenda.

Any member of the company has the right to make proposals on the inclusion of additional issues in the agenda of the general meeting of members of the company no later than 15 days before it is held. Additional issues, with the exception of issues that do not fall within the competence of the general meeting of participants in the company or do not comply with the requirements of federal laws, are included in the agenda of the general meeting of participants in the company.

Thus, the right to make proposals for the inclusion of additional issues on the agenda of the general meeting of participants in the company is equally enjoyed by all participants in the company, regardless of the number of votes they own. The main condition here is the observance of the 15-day period established in this norm before the date of the relevant general meeting.

Additional issues proposed by the company's participants must be included in the agenda of the convened general meeting of the company's participants if two conditions are met: the date of the general meeting; b) additional issues fall within the competence of the general meeting of participants in the company and comply with the requirements of federal laws.

Additional issues proposed for inclusion in the agenda of the convened general meeting of the company's participants, if the above conditions are met, are included in the agenda of the meeting exactly in the wording in which they were introduced by the company's participants. The law expressly prohibits the body or persons convening a general meeting of the company's participants from changing the wording of the issues proposed for the agenda. Therefore, this issue cannot be resolved otherwise in the charter or internal document of the company.

The body or persons convening the general meeting of the company's participants are not entitled to make changes to the wording of additional issues proposed for inclusion in the agenda of the general meeting of the company's participants.

If, at the suggestion of the company's participants, changes are made to the initial agenda of the general meeting of the company's participants, the body or persons convening the general meeting of the company's participants are obliged to notify all the company's participants of the changes made to the agenda no later than 10 days before it is held.

Under the changes in the agenda of the convened general meeting, which are discussed in the fourth paragraph of paragraph 2 of Art. 36 of the Law, first of all, one should understand the changes associated with the inclusion of additional issues on the agenda, which were mentioned above. In addition, the body or persons convening the meeting, in cases permitted by the Law, may make other changes to the initial agenda of the general meeting, for example, if this is due to the nature of an additional issue included in the agenda.

If changes are made to the initial agenda of the convened general meeting, then the body or persons convening the relevant meeting are obliged to notify all participants in the company about these changes no later than 10 days before the date of convening the general meeting. Apparently, in the context of this provision of the Law, the term "notify" means the obligation of the relevant body or person to have evidence of sending messages about changes to the agenda, dated no later than the specified period. The method of such notification may be determined in the charter of the company, and if the charter does not establish the relevant rules, then each notice shall be sent by registered mail.

When considering complaints from members of the company about the refusal to satisfy their demands to convene an extraordinary meeting or to include additional issues on the agenda of the meeting, the courts must take into account that the list of grounds on which a member of the company may be denied satisfaction of the named requirements contained in Art. 35 and 36 of the Law, is exhaustive. If the refusal to satisfy such requirements is given on grounds not provided for by the Law, then the court must recognize it as unlawful and oblige the company (board of directors) to fulfill the relevant requirements of the participant - to convene an extraordinary general meeting, to put additional issues on the agenda of the meeting (see clause 21 Decree N 90/14 of December 9, 1999).

In paragraph 3 of Art. 36 of the Law provides for the requirements for information and materials that all participants in the company must receive in preparation for the general meeting, the rules for their submission and familiarization with the information contained in them. The information and materials to be provided to the company's participants in the preparation of the general meeting of the company's participants include the company's annual report, the conclusions of the audit commission (auditor) of the company and the auditor based on the results of the audit of the company's annual reports and annual balance sheets, information about the candidate (candidates) to the executive bodies company, the board of directors (supervisory board) of the company and the audit commission (auditors) of the company, draft amendments and additions to the company's constituent documents, or draft constituent documents of the company in a new edition, draft internal documents of the company, as well as other information (materials), provided for by the company's charter.

In the above list of information and materials, established in the first paragraph of paragraph 3 of Art. 36, information and materials are provided that should, on the one hand, be considered as the minimum necessary for the next general meeting, for example, annual (the first three types of materials), and on the other hand, as optional, depending on the issues included in the agenda of the next or an extraordinary general meeting of participants in a limited liability company (other types of information and materials and, if necessary, the first three types).

Unless a different procedure for familiarizing the company's participants with information and materials is provided for by the company's charter, the body or persons convening the general meeting of the company's participants must send them information and materials along with a notice of the general meeting, and in the event of a change in the agenda, the relevant information and materials sent along with notification of such change.

The specified information and materials within 30 days prior to the general meeting of the company's participants must be provided to all participants of the company for familiarization in the premises of the company's executive body. The company is obliged, at the request of a member of the company, to provide him with copies of these documents. The fee charged by the company for the provision of these copies may not exceed the cost of their production.

The rule on familiarization of participants in a limited liability company with materials and information, established in the third paragraph of paragraph 3 of Art. 36 of the Law, means that 30 days before the start of the general meeting and further up to the date of its convocation, these materials and other information must be located in the premises of the executive body of the company in a place accessible to all participants in the company. This rule is in line with Art. 50 of the Law, which defines the general rules for the storage of company documents.

In accordance with paragraph 4 of Art. 36 of the Law, the charter of the company may provide for shorter periods than those specified in this article. This dispositive rule applies to all the terms referred to in Art. 36. Only one restriction applies here - the terms provided for by the charter cannot be longer than those established in Art. 36 of the Law.

Article 36 of the Law regulates in great detail the procedure for convening a general meeting of participants in a company. If, during the preparation of the meeting, deviations from its norms are allowed, then the eligibility of the meeting can be ascertained only if all participants (representatives of participants) of the company are registered at such a meeting.

The Civil Code of the Russian Federation does not contain rules on the procedure for holding a general meeting of participants in a limited liability company, indicating only that the competence of the management bodies of such economic society, as well as the procedure for making decisions by these bodies are determined in accordance with the Civil Code of the Russian Federation, the law on limited liability companies and the charter of the company (clause 2, article 91 of the Civil Code of the Russian Federation).

Detailed legal regulation of the procedure for holding a general meeting of participants in a limited liability company is carried out by Art. 37 of the Law. According to paragraph 1 of this article, the general meeting of the company's participants is held in the manner prescribed by the Law, the charter of the company and its internal documents (for example, the regulation on the general meeting of the participants of the limited liability company, the rules of the general meeting of the company's participants, the regulation on the procedure for making decisions by the general meeting members of the company and the rules for their implementation, etc.). In the part not regulated by the Law, the charter and internal documents of the company, the procedure for holding the general meeting of participants is established by the decision of the general meeting of participants of the company.

It should be noted that the article under consideration establishes a unified procedure for holding both regular and extraordinary general meetings of participants in a limited liability company.

If during the general meeting of participants in the company it turns out that the norms of the Law and the documents listed above are not sufficient to determine any procedural or other aspects of the meeting, then the general meeting itself has the right to resolve the arising issues according to the rules established by it. It is only important that these rules do not contradict the relevant provisions of the Law, the charter and internal documents of the company.

Before the opening of the general meeting of the participants of the company, the registration of the arrived participants of the company is carried out (paragraph 2 of article 37 of the Law).

Members of the company have the right to participate in the general meeting in person or through their representatives. Representatives of the participants in the company must present documents confirming their proper authority. The power of attorney issued to the representative of the participant of the company must contain information about the represented and the representative (name or title, place of residence or location, passport data), be drawn up in accordance with the requirements of paragraphs 4 and 5 of Art. 185 of the Civil Code of the Russian Federation or certified by a notary.

An unregistered member of the company (representative of a member of the company) is not entitled to take part in voting.

Thus, paragraph 2 of Art. 37 of the Law establishes an imperative rule, according to which the registration of the participants of the company who arrived at the general meeting is mandatory. Such registration precedes the opening of the general meeting of the company's participants. The participants of a limited liability company should proceed from this rule when developing the relevant provisions of the company's charter and its internal documents. Failure to register a member of the company or its representative deprives the relevant person of the right to participate in voting at the general meeting.

The law directly provides for the possibility of participation in the general meeting of the company's participants both personally and through a representative, without restricting the right to choose the company's participants in any way. Moreover, a member of the company is not prohibited, if necessary, to replace his representative and entrust the exercise of his powers at the general meeting to a new representative. In the charter and internal documents of the company, it is also advisable to resolve these issues in the spirit of dispositive regulation inherent in this provision of the Law.

Representation relations can be based on a power of attorney, an indication of a law or an act of an authorized state body or local self-government body. It is advisable to keep in mind that according to paragraph 2 of Art. 182 of the Civil Code of the Russian Federation are not representatives of persons acting, although in the interests of others, but on their own behalf (for example, commercial intermediaries, bankruptcy trustees, executors in inheritance, etc.), as well as persons authorized to enter into negotiations regarding possible the future of transactions.

A power of attorney is a written authorization issued by one person to another for representation before third parties. The law requires compliance with paragraphs 4 and 5 of Art. 185 of the Civil Code of the Russian Federation when issuing a power of attorney. A power of attorney issued by a citizen who is a member of the society may be certified by the organization in which he works or studies, the housing maintenance organization at his place of residence, the administration of an inpatient medical institution, if the citizen is being treated there. A power of attorney on behalf of a legal entity (a member of a limited liability company) is issued signed by its head or another person authorized to do so by its constituent documents, with the seal of this organization attached.

If for some reason the principal does not fulfill these conditions, then the power of attorney must be given a notarial form.

Provided that all participants of the company (their representatives) have passed the registration procedure, the general meeting of participants of the limited liability company may be opened at any time after the end of registration until the time specified in the notice of the meeting.

In accordance with paragraph 4 of Art. 37, the general meeting of the company's participants is opened by the person exercising the functions of the sole executive body of the company, or by the person heading the collegial executive body of the company. The general meeting of participants of the company, convened by the board of directors (supervisory board) of the company, the audit commission (auditor) of the company, the auditor or members of the company, is opened by the chairman of the board of directors (supervisory board) of the company, the chairman of the audit commission (auditor) of the company, the auditor or one of the participants in the company who convened this general meeting.

Consequently, the next general meeting of the company's participants is opened by the person exercising the functions of the sole executive body, or by the person heading the collegial executive body of the company. Specific rules on this are established in the charter and internal documents of the relevant limited liability company. If the functions of the sole executive body of the company in accordance with Art. 42 of the Law are transferred to the manager, then the general meeting of participants in the company is opened by an individual who is the manager, or the head of the managing organization (trustee of the managing organization). An extraordinary general meeting of the company's participants, convened at the initiative of its executive body, also opens.

An extraordinary general meeting of participants in a limited liability company, convened not by the executive body of the company, but by another body or persons specified in paragraph 2 of Art. 35 of the Law, according to the rules of paragraph 4 of Art. 37 is opened by the person heading the body or speaking on behalf of the company's participants who convened this general meeting, or by another person who convened this general meeting (the company's auditor or auditor).

The person who opens the general meeting of the company's participants elects the chairman from among the company's participants. Unless otherwise provided by the charter of the company, when voting on the issue of electing the chairman, each participant in the general meeting of participants in the company has one vote, and the decision on this issue is made by a majority of votes from the total number of votes of the company's participants entitled to vote at this general meeting (clause 5 article 37 of the Law).

Thus, the chairman of the general meeting of participants in a limited liability company is elected only from among the participants in this economic company. The second sentence of paragraph 5 of Art. 37 of the Law for voting on the issue of electing a chairperson at a meeting establishes an exception to the general rule for making decisions by company participants, according to which each company member has a number of votes proportional to his share in the authorized capital of the company (see also Article 32 of the Law). When electing the chairman of the general meeting, the members of the company vote, and not the shares in its authorized capital. However, the dispositive norm of the Law allows for the possibility to provide in the charter of the company other, in comparison with those set out in it, rules. Please note that this can only be done in the charter, and not in the corresponding internal document of the company.

The obligation to organize the keeping of minutes of the next and extraordinary general meeting of participants in the company, clause 6 of Art. 37 of the Law imposes on the executive body of the company. If there are two types of executive bodies in the company at the same time, the charter must determine which of them (sole or collegiate) is responsible for organizing the keeping of minutes of the general meeting of participants in the company.

Unlike the joint-stock legislation of the Russian Federation, which regulates in detail the requirements for the content and rules for drawing up the minutes of the general meeting of shareholders (Article 63 of the Federal Law "On Joint-Stock Companies"), the Law leaves the solution of these issues to the discretion of the participants in a limited liability company. As a guideline, we can recommend using the rules of this article of the Federal Law "On Joint Stock Companies" here, taking into account, of course, the characteristics of a limited liability company.

The minutes of all general meetings of the company's participants are filed in the protocol book, which must at any time be provided to any member of the company for review. At the request of the company's participants, they are issued extracts from the protocol book certified by the company's executive body.

Minutes of the general meeting of the company's participants are documents of legal significance. Therefore, their proper execution in accordance with the rules adopted in a particular society and the storage of the protocol book must be taken very carefully.

The book of minutes of the general meeting of participants in a limited liability company is one of the company's documents subject to mandatory storage (see Article 50 of the Law) at the location of the sole executive body of the company or in another place accessible and known to all its participants. Extracts from the protocol book are issued to the participants of the company on a mandatory basis on the basis of their requirements. The executive body of the company is not entitled to refuse to certify the issued extract from the protocol book.

In practice, cases have become customary when, for one reason or another, some of its participants are absent from the general meeting of participants in a business company. For such cases, the imperative norm established in paragraph 7 of Art. 37 of the Law - the general meeting, where at least one participant (representative of the participant) of the relevant company is absent, has the right to make decisions only on agenda items known to all participants in this company. If all participants of the company (their representatives) participate in the general meeting, then such a general meeting has the right, within its competence, to make decisions on any issues, including those about which the participants in the company were not notified in advance.

In paragraph 8 of Art. 37 of the Law establishes special and general rules for making decisions by the general meeting of participants in the company.

By a qualified majority of at least two-thirds of the total number of votes of all participants in the company, decisions are made to change the charter of the company, including changing (increasing or decreasing) the size of its authorized capital, as well as on other important issues specified in the charter of the company, except for those cases when the Law or the charter of the company provides for the need for a larger number of votes to resolve the relevant issues. When counting votes, the votes of all members of the company are taken into account, and not just those who were present at the general meeting when the relevant decision was made.

Decisions are taken unanimously by all participants of a limited liability company on issues of amending the company's memorandum of association, reorganization or liquidation of the company. The law does not allow for the possibility to provide in the charter of the company other rules for making decisions on issues requiring unanimity. At the same time, it is advisable to keep in mind that the list of issues requiring a unanimous decision by all participants in the company can be expanded in the charter by including other issues in it.

By a simple majority of the total number of votes of all participants in the company (and not just the votes of those participants who are registered at the general meeting), any decisions can be made, except for those indicated in the first and second paragraphs of paragraph 8 of Art. 37 of the Law. This general rule is always applied, except in cases where the need for a larger number of votes to resolve individual issues is provided for by the Law or the charter of the company. The number of votes required to make such decisions (for example, a simple majority of the votes of the company's participants registered at the general meeting, etc.) cannot be determined in the company's charter if it is less than specified in the norm under consideration.

The norm established in the first paragraph of paragraph 9 of Art. 37 of the Law, allows for the possibility to provide in the charter of a limited liability company for cumulative voting when making decisions on the election of members of the board of directors (supervisory board) of the company, members of the collegial executive body of the company and (or) members of the audit commission of the company.

In case of cumulative voting, the number of votes belonging to each member of the company is multiplied by the number of persons to be elected to the body of the company, and the member of the company has the right to give the number of votes thus obtained in full for one candidate or distribute them among two or more candidates. The candidates who receive the largest number of votes are considered elected.

Please note that the issues on which cumulative voting is allowed are set out in an exhaustive list. This circumstance does not imply the possibility of expanding this list in the charter of a particular company. The rules for counting votes in cumulative voting and the rules for determining elected candidates cannot be different from the rules established in the second paragraph of paragraph 9 of Art. 37 of the Law.

In the event that the charter of the company on certain issues does not determine the procedure for voting (secret or open), the dispositive norm of clause 10 of Art. 37 of the Law provides for a general rule, according to which the general meeting of participants in a limited liability company makes decisions by open voting.

Article 38 of the Law defines the rules for making a decision by the general meeting of participants in a limited liability company by questioning them without holding a general meeting in the form of the joint presence of participants in the company. There are no such rules in the Civil Code of the Russian Federation. At the same time, Art. 38 of the Law accepts certain rules governing the relevant relations in joint-stock companies (see, for example, Article 50 of the Federal Law "On Joint-Stock Companies").

In accordance with paragraph 1 of Art. 38, a decision of the general meeting of the company's participants can be made without holding a meeting (joint presence of the company's participants to discuss agenda items and make decisions on issues put to a vote) by absentee voting (by poll). Such voting may be carried out by exchanging documents by means of postal, telegraphic, teletype, telephone, electronic or other communication, which ensures the authenticity of transmitted and received messages and their documentary confirmation.

In contrast to the joint-stock legislation, which imposes more stringent requirements on absentee voting, in particular, on the mandatory use of a ballot of the established form in such voting, clause 1 of Art. 38 of the Law allows absentee voting through the exchange of documents. This refers to any documents provided for such cases by the relevant internal document of the limited liability company. The use of ballot papers is also not prohibited.

The term "authenticity" comes from the Greek word autentikos, meaning authenticity, correspondence to the original source. For example, authentic texts of a document are texts written in one or more languages that are considered equally authentic and have equal legal force.

The decision-making rules of the general meeting of participants in the company are determined by the relevant corporation independently, taking into account the rules established in the article in question. At the same time, decisions on the approval of annual reports and annual balance sheets cannot be made by means of a survey (subparagraph 6, paragraph 2, article 33 of the Law), i.e. on one of the mandatory items on the agenda of the annual general meeting of the company's participants. Theoretically, other issues included in the agenda of such a general meeting in a limited liability company can be resolved by questioning, although this is hardly justified. For comparison, we note that paragraph 2 of Art. 50 of the Federal Law "On Joint-Stock Companies" prohibits taking decisions on the issues specified in this paragraph by absentee voting.

It is advisable to pay attention to the fact that paragraph 2 of Art. 38 of the Law establishes two special rules applied when making a decision of the general meeting of a limited liability company by poll: a) for such cases, the application of the norms established in paragraphs 2, 3, 4, 5 and 7 of Art. 37 of the Law; b) the application of the terms established in paragraphs 1, 2 and 3 of Art. 36 of the Law, but the rest of the rules of the relevant norms are applied without fail.

According to paragraph 3 of Art. 38 of the Law, a limited liability company has the right and at the same time is obliged to regulate the procedure for conducting absentee voting in its internal document. This may be an independent document containing local norms, specifically dedicated to the regulation of relevant relations. At the same time, it is quite legitimate to regulate the procedure for conducting absentee voting when making decisions of the general meeting of company participants in a separate section of an internal document that has a more general meaning (for example, in the regulation on the general meeting of company participants, the rules of the general meeting, etc.).

In paragraph 3 of Art. 38 establishes a list of mandatory requirements for the content of the specified internal document or section of the company's internal document. Such documents should provide for the obligation to inform all participants of the company of the proposed agenda, the opportunity to familiarize all participants of the company with all the necessary information and materials before the start of voting, the opportunity to make proposals for the inclusion of additional issues in the agenda, the obligation to inform all participants of the company before the start of voting of the amended agenda , as well as the deadline for the end of the voting procedure.

In terms of establishing the terms of the exchange specified in Art. 38 of the Law, information as certain guidelines can be guided, for example, by the Decrees of the Government of the Russian Federation: dated March 24, 2006 N 160 "On approval of the standards for the frequency of collecting from mailboxes, exchange, transportation and delivery of written correspondence, as well as the target dates for sending written correspondence" *(55) ; dated April 15, 2005 N 222 "On approval of the Rules for the provision of telegraph communication services" *(56) ; dated April 15, 2005 N 221 "On approval of the Rules for the provision of postal services" *(57) .

Article 39 of the Law contains special rules governing the adoption of decisions on issues within the competence of the general meeting by the sole participant of a limited liability company.

In a limited liability company consisting of one participant, all issues referred by the Civil Code of the Russian Federation, the Law, as well as the charter of the company to the competence of the general meeting of participants in the company are resolved solely by the sole participant of the company and are drawn up in writing.

In this regard, Art. 39 of the Law excludes the application for companies with one participant of the norms contained in Art. 34, 35, 36, 37, 38 and 43 of the Law, since another solution is incompatible with the very organization of a business company with only one participant. However, the provisions regarding the timing of the annual general meeting of the company's participants for companies with a single participant continue to apply. The fact is that within the time limits established by Art. 34 of the Law, the annual results of the activities of a limited liability company must be approved.