1. General Provisions

1.1. This Regulation has been developed in accordance with the Civil Code of the Russian Federation, the Federal Law "On companies with limited liability and the Charter of the Society.

1.2. This Regulation determines the procedure for preparing, convening and holding regular and extraordinary general meetings of the Company's members both in the form of a meeting (joint presence of the Company's members to discuss agenda items and make decisions on issues put to a vote), and by absentee voting (by poll ).

2. Preparation for the general meeting of the company's participants

2.1. In preparation for the general meeting members of the Company The Board of Directors (Supervisory Board) of the Company determines:

The form of holding the general meeting of participants (meeting or absentee voting);

The date, place, time of the general meeting of the Company's members or, in the case of a general meeting of members in the form of absentee voting, the closing date for the receipt of voting ballots and the postal address to which the completed ballots should be sent;

Start time of registration of persons participating in the general meeting of members of the Company, held in the form of a meeting;

Agenda of the general meeting of the Company's members;

The procedure for notifying the members of the Company about holding a general meeting of the members of the Company;

The list of information (materials) provided to the participants in preparation for the general meeting of the Company's participants, and the procedure for its provision;

2.2. Proposals to include items on the agenda and proposals to nominate candidates to management bodies and other bodies of the Company (hereinafter referred to as proposals to the agenda) may be made, and requests to hold an extraordinary general meeting may be submitted by:

Directions by mail to the address (location) of the sole executive body of the Company contained in the Unified State Register of Legal Entities;

Delivery against signature to the person exercising the functions of the sole executive body of the Company, the Chairman of the Board of Directors (Supervisory Board) of the Company or another person authorized to receive written correspondence addressed to the Company;

Directions by other means (including by electric communication, including facsimile and telegraph communication, email using an electronic digital signature).

3. The procedure for convening a general meeting of participants in the company

3.1. The body or persons convening the general meeting of the Company's members are obliged to notify each member of the Company at least thirty days prior to its holding. Within the specified time, a notice of a general meeting of the Company's members shall be sent to each member of the Company. by registered mail or handed over against signature.

The Company has the right to additionally inform the participants about the holding of the general meeting of the Company's participants through the mass media.

3.2. The notice must specify the time and place of the general meeting of the Company's members, as well as the proposed agenda.

3.3. 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 fifteen days before it is held. Additional issues, with the exception of issues that do not fall within the competence of the general meeting of members of the Company or do not meet the requirements federal laws are included in the agenda of the general meeting of members of the Company.

3.4. The body or persons convening the General Meeting of Members of the Company are not entitled to make changes to the wording of additional issues proposed for inclusion in the agenda of the General Meeting of Members of the Company.

If, at the suggestion of the Company's members, changes are made to the initial agenda of the General Meeting of the Company's Members, the body or persons convening the General Meeting of the Company's Members are obliged to notify all the Company's Members of the changes made to the agenda no later than ten days before it is held. specified in clause 3.2 of this Regulation.

3.5. The information and materials to be provided to the Company's members when preparing the General Meeting of the Company's Members include the Company's annual report, the conclusions of the Company's audit commission (auditor) 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 of the Company, the Board of Directors (Supervisory Board) of the Company and the Audit Commission (auditors) of the Company, the draft amendments and additions to the Charter of the Company, or the draft Charter of the Company in a new edition, draft internal documents of the Company, as well as other information (materials) provided for by the Charter Society.

The body or persons convening the General Meeting of Members of the Company are obliged to send them information and materials along with a notice of the General Meeting of Members of the Company, and in the event of a change in the agenda, the relevant information and materials are sent along with a notice of such change.

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

3.6. In case of violation of the established procedure for convening a general meeting of members of the Company, such a general meeting is recognized as competent if all members of the Company participate in it.

4. The procedure for holding a general meeting of participants in the company

4.1. The General Meeting of Members of the Company is held in accordance with the procedure established by the Federal Law "On Limited Liability Companies", the Charter of the Company and these Regulations. To the extent not regulated by the Federal Law, the Charter of the Company and internal documents of the Company, the procedure for holding a general meeting of members of the Company is established by a decision of the general meeting of members of the Company.

4.2. Before the opening of the general meeting of the Company's members, registration of the arrived members of the Company is carried out.

Members of the Society 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. A power of attorney issued to a representative of a member of the Company must contain information about the person represented and the representative (name or title, place of residence or location, passport details), be drawn up in accordance with the requirements of Article 185.1 Civil Code Russian Federation or notarized.

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

4.3. The general meeting of the company's participants opens at the time specified in the notice of the general meeting of the company's participants or, if all the company's participants are already registered, earlier.

4.4. The General Meeting of Members of the Company is opened by the person exercising the functions of the sole executive body of the Company, or by the person heading the collective executive body of the Company. The General Meeting of Members 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 members of the Company who convened this general meeting.

4.5. The person who opens the general meeting of the Society's participants elects the chairman from among the Society's participants. When voting on the issue of electing the chairperson, each participant in the general meeting of the Company's members has one vote, and the decision on this issue is made by a majority vote of the total number of votes of the Company's members entitled to vote at this general meeting.

4.6. The executive body of the Company organizes the keeping of the minutes of the general meeting of the members of the Company.

The minutes of all general meetings of the Company's members are filed in the minutes 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 executive body of the Company.

Not later than within ten days after the minutes of the general meeting of the Company's members are drawn up, the executive body of the Company or another person who maintains the said minutes must send a copy of the minutes of the general meeting of the Company's members to all the members of the Company in the manner prescribed for notification of the general meeting of the members of the Company.

4.7. The General Meeting of Members of the Company has the right to make decisions only on the agenda items communicated to the Members of the Company in accordance with paragraphs 3.1 and 3.2 of these Regulations, except for cases when all members of the Company participate in this general meeting.

4.8. Decisions on issues of changing the Charter of the Company, including changing the size authorized capital of the Company, as well as on other issues determined by the Charter of the Company, are adopted by a majority of at least two-thirds of the votes of the total number of votes of the members of the Company, unless the need for a larger number of votes to make such a decision is provided for by the Federal Law or the Charter of the Company.

Decisions on issues of reorganization or liquidation of the Company are taken by all members of the Company unanimously.

The remaining decisions are made by a majority vote of the total number of votes of the Company's members, unless the need for a larger number of votes to make such decisions is provided for by the Federal Law or the Charter of the Company.

4.9. The Charter of the Company may provide for cumulative voting 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 cast 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.

4.10. Decisions of the General Meeting of Members of the Company are adopted by open voting, unless a different decision-making procedure is provided for by the Charter of the Company.

4.11. The decision of the general meeting of members of the Company may be taken 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.

The decision of the general meeting of the company's participants on the approval of annual reports and annual balance sheets cannot be made by absentee voting.

4.12. The body or persons convening the general meeting of the Company's members must inform all the members of the Company of the proposed agenda and send them the necessary information and materials along with such notification by registered mail or hand it over against signature no later than [specify the period] before the start of voting, and in case changes to the agenda, the relevant information and materials shall be sent along with notification of such change - no later than [specify time] before the start of voting.

The specified information and materials must be provided to all members of the Company for familiarization at the premises of the executive body of the Company no later than [specify the period] before the start of voting. The Company is obliged, at the request of a member of the Company, to provide him with copies of the said documents. The fee charged by the Company for the provision of these copies may not exceed the cost of their production.

Any member of the Company shall have 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 [specify the period] before the start of voting. Additional issues, with the exception of issues that do not fall within the competence of the general meeting of members of the Company or do not comply with the requirements of federal laws, are included in the agenda of the general meeting of members of the Company.

5. The next general meeting of the company's participants

5.1. The next general meeting of the Company's members is held [specify dates], but not less than once a year. The next general meeting of the company's participants is convened by the executive body of the company.

5.2. The next general meeting of the Company's participants, at which the annual results of the Company's activities are approved, is held no earlier than two months and no later than four months after the end of the financial year.

6. Extraordinary general meeting of the company's participants

6.1. An extraordinary general meeting of the Company's members is held in all cases if such a general meeting is required by the interests of the Company and its members.

6.2. An extraordinary general meeting of the Company's members is convened by the Company's executive body on its initiative, at the request of the Board of Directors (Supervisory Board) of the Company, the Audit Commission (Auditor) of the Company, the auditor, as well as the Company's members holding in aggregate at least one tenth of the total number of votes of the members Society.

The executive body of the Company is obliged, within five days from the date of receipt of the request to hold an extraordinary general meeting of the Company's participants, to 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 members of the Company may be taken by the executive body of the Company only in the following cases:

If the procedure established by the Federal Law and these Regulations for submitting a request to hold an extraordinary general meeting of members of the Company is not observed;

If none of the issues proposed for inclusion in the agenda of the extraordinary general meeting of members of the Company falls within its competence or does not comply with the requirements of federal laws.

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

The executive body of the Company is not entitled to make changes to the wording of issues proposed for inclusion in the agenda of the extraordinary general meeting of members of the Company, as well as change the proposed form for holding an extraordinary general meeting of members of the Company.

Along with the issues proposed for inclusion in the agenda of the extraordinary general meeting of members of the Company, the executive body of the Company, on its own initiative, has the right to include additional issues in it.

6.3. If a decision is made to hold an extraordinary general meeting of members of the Company, the specified general meeting must be held no later than forty-five days from the date of receipt of the request to hold it.

6.4. If, within the established period, a decision is not made to hold an extraordinary general meeting of the Company's members or a decision is made to refuse to hold it, an extraordinary general meeting of the Company's members may be convened by bodies or persons requiring it.

In this case, the executive body of the Company is obliged to provide the specified bodies or persons with a list of the Company's participants with their addresses.

The costs of preparing, convening and holding such a general meeting may be reimbursed by decision of the general meeting of the Company's participants at the expense of the Company's funds.

7. Minutes of the general meeting of the company's participants

7.1. The minutes of the General Meeting of the Company's Members shall be drawn up no later than 15 days after the closing of the General Meeting of the Company's Members in two copies. Both copies are signed by the chairman of the general meeting of the Society's participants and the secretary of the general meeting of the Society's participants.

The minutes of the general meeting of members of the Company shall indicate:

Full corporate name and location of the Company;

Type of general meeting (regular or extraordinary);

Form of the general meeting (meeting or absentee voting);

Date of the general meeting;

Location of the general meeting held in the form of a meeting (address where the meeting was held);

Agenda of the general meeting;

Start time and end time of registration of persons who took part in the voting held in the form of a meeting;

Postal address(es) to which completed voting ballots were sent during the general meeting in the form of absentee voting;

The wording of the decisions adopted by the general meeting on each item on the agenda of the general meeting;

The main provisions of the speeches and the names of the speakers on each issue of the agenda of the general meeting held in the form of a meeting;

Chairman (presidium) and secretary of the general meeting;

Date of the minutes of the general meeting.

Documents adopted or approved by decisions of the general meeting shall be attached to the minutes of the general meeting of the Company's participants.

7.2. The Company is obliged to keep the minutes of general meetings of the Company's members at the location of its sole executive body.

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?

1. 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;
2. makes changes to the charter, memorandum of association and other basic documents of the enterprise;
3. changes the size of the authorized capital (usually this means its increase);
4. creates and prematurely terminates the activities of the executive body of the LLC (directorate), and also transfers, if necessary, managerial powers specialized organization or entrepreneur (external manager), Determines the amount that is supposed to be paid for external management,
5. appoints and terminates the powers of the auditor (audit commission) and the auditor;
6. approves reports and balance sheets for the past year provided by the accounting department;
7. 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;
8. adopts local (internal) regulations of the company;
9. issues securities (shares, bonds, etc.);
10. makes a decision on reorganization (change of organizational and legal form, opening of a branch network) and early, forms liquidation commission and liquidation balance;
11. 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 monitor 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.

Issues included in the agenda cannot be withdrawn from it or changed by the executive body - this is the prerogative of the general meeting of participants only. However, the executive body, on its own initiative, may add additional issues 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 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 of communication.

The decision of the general meeting of participants is binding on all bodies of the company. Participants who do not agree with the decisions made have the right to appeal them through the courts.

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 it was attended by shareholders who collectively own more than half of the votes of the company's outstanding voting shares. 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.

Every year, organizations in the form of limited liability companies (LLCs) are faced with the need to hold a general meeting of participants following the results of the past year. Of course, this is due to the requirements of the current legislation. In an LLC, the general meeting of participants may be regular or extraordinary. The difference lies in the fact that the regular meeting must be held without fail within the time limits established by law and the charter, and an extraordinary meeting is held if it is necessary to make a decision on issues within the competence of the general meeting of participants.

Dates of the next meeting

The general meeting of participants is the supreme governing body in an LLC, whose competence includes the issues defined in Art. 33 of the Federal Law of February 8, 1998 No. 14-FZ "On Limited Liability Companies" (hereinafter - the Federal Law on LLC).

So, let's talk about the next general meeting of participants, which should be held in all LLCs without exception. In accordance with Art. 34 of the Federal Law on LLC, the next general meeting of participants in the company is held within the time limits specified by the charter of the company, but at least once a year. At the same time, as stated in the law, the charter of the company should determine the date for holding the next general meeting of the company's participants, at which the annual results of activities are approved. It should be carried out not earlier than 2 months and not later than 4 months after the end of the financial year.

However, the question arises who and what responsibility bears if the meeting is not held in deadlines . As a general rule, the next general meeting of the company's participants convened by the executive body of the company (CEO, president, etc.), the procedure for convening a general meeting of participants is defined in Art. 36 of the Federal Law on LLC. In accordance with Part 11 of Art. 15.23.1 of the Code of Administrative Offenses of the Russian Federation (CAO RF) for illegal refusal to convene or avoidance of convening a general meeting of LLC participants, as well as violation of the requirements of federal laws for the procedure for convening, preparing and holding general meetings of LLC participants, provides for liability in the form of an administrative fine:

• for citizens - in the amount of 2,000 to 4,000 rubles;
• for officials- from 20,000 to 30,000 rubles;
• for legal entities - from 500,000 to 700,000 rubles.

However, if there is one participant in the LLC, then . And he does not face a fine either, especially considering that the only participant has more opportunities to make a decision at the end of the year, having issued it by the “required date”. Anyway arbitrage practice, testifying to prosecution for violation of the deadlines for making a decision sole member according to the results of the past year, has not yet developed.

We call a meeting

The Federal Law on LLC (Article 36) sufficiently determines the procedure for convening a general meeting of participants. Let's single out main actions to be taken:

1. notify each member of the company about the meeting no later than 30 days prior to its holding (by registered mail to the address indicated in the list of participants in the company, or in another way provided for by the charter of the company);
2. notify each member of the company of the changes made to the agenda (if any) no later than 10 days before the meeting (by registered mail to the address indicated in the list of members of the company, or in another way provided for by the charter of the company);
3. provide all members of the company with the following information and materials within 30 days prior to the meeting:

It should be noted that among the information and materials provided to participants in preparation for the meeting, the law does not explicitly indicate the balance sheet. However, considering that paragraph 6 of Part 2 of Art. 33 of the Federal Law on LLC refers to the competence of the general meeting of participants the issue of approving annual reports and annual balance sheets, it would not be superfluous to also attach an annual financial statements, which .

The notice must indicate the time and place of the general meeting of the company's participants, as well as the proposed agenda. (see Example 1).

Note that members of the company have the right to make proposals for the inclusion of additional issues on the agenda meeting the requirements of the law and falling within the competence of the general meeting of participants, not later than 15 days before it is carried out. The sole executive body includes additional issues on the agenda, however, it does not have the right to make changes to the wording of such issues. In addition, he must notify all members of the society about the changes made to the agenda, as we noted above, not later than 10 days before the general meeting of participants (see Example 2).

Example 1

Collapse Show

The company's charter may provide for more than short time to notify participants of the meeting, to amend the agenda and to provide information and materials for the meeting (in accordance with paragraph 4 of article 36 of the Federal Law on LLC).

Meanwhile, the law recognizes the general meeting as competent even in case of violation of the procedure for convening a meeting, but only if all participants in the company participate in it (clause 5, article 36 of the Federal Law on LLC).

We also note that if the LLC has only one member, then the requirements of the law on convening a meeting do not apply to such a company. That is, the only participant independently decides on the relevant issues on the agenda.

Example 2

Agenda Change Notice

Collapse Show

We hold a meeting

All members of the company have the right to be present at the general meeting of members of the LLC, take part in the discussion of agenda items and vote when making decisions (in accordance with paragraph 1 of article 32 of the Federal Law on LLC). At the same time, the provisions of the charter or decisions of the company's bodies that restrict said rights participants are negligible. Each participant has at the general meeting the number of votes proportional to his share in the authorized capital of the company, with the exception of cases provided for by the Federal Law on LLC. Although, it must be said, the charter of the company may establish a different procedure for determining the number of votes by unanimous decision of the participants in the company. But a different order, of course, will be more the exception than the rule.

The general meeting of participants is held in the manner prescribed by the Federal Law on LLC, the charter of the company and its internal documents. And in the part not regulated by the specified documents, the procedure for holding the meeting is established by the decision of the general meeting of participants. In turn, an internal document in this case may be a local normative act, for example, such as regulation on the general meeting of participants.

Registration of participants

Before the opening of the general meeting, registration of the arriving participants is carried out. It is carried out in a special journal, table or registration sheet. The form of such a document is not provided by law. It can be fixed locally normative act organizations. See example 3.

It should be noted that the participants of the company have the right to participate in the general meeting both personally and through their representatives. Representatives of the participants in the company must present a power of attorney drawn up in accordance with the requirements of Art. 185 and paragraph 4 of Art. 185.1 of the Civil Code of the Russian Federation (see Example 4). From September 1, 2013, a power of attorney seal is not required.

An unregistered member of the company or its representative is not entitled to take part in voting.

Example 3

Collapse Show

Example 4

Collapse Show

Opening of the meeting

General meeting of the company's participants (usually the general director) at the time specified in the notice or earlier if all the company's participants are already registered. Then he elects the chairman from among the company's participants by voting on the principle of 1 participant - 1 vote by a majority vote of the total number of votes of the participants (unless the charter provides for a different procedure). Thus, usually at the beginning of the meeting, its chairman and secretary are elected. The secretary (to perform technical work) is often appointed not by a member of the company, but by one of its employees invited to the meeting.

Making decisions on agenda items

Participants vote and make decisions at the general meeting only on the agenda items, about which they were notified in the prescribed manner. If all participants without exception are present at the meeting, then in this case they can make decisions on other issues.

Decisions are made by a majority vote of the total number of votes of the company's participants if the need for a larger number of votes to make such decisions is not provided for by the Federal Law on LLC or the charter of the company. At the same time, the charter may provide for 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.

Example 5

Collapse Show

Suppose there are 10 candidates for an elected body of 5 members. And the participant Maslov R.M. owns a 30% stake in the charter capital of LLC.

• the percentage in the authorized capital of each participant is equated to votes (Maslov gets 30 votes),
• further 30 × 5 vacancies = 150 votes,
• Maslov can give his 150 votes to one contender or distribute them arbitrarily among several, for example: give Ivanov 100 votes, and Sidorov and Vasechkin - 25 each. Then it turns out that Maslov disposed of all the 150 "cumulative" votes he had.

The results will be calculated as follows: each of the 10 contenders sums up the votes received, and the top five occupies 5 vacant seats.

Question on the topic:

Collapse Show

If additional issues were included in the agenda of the meeting only during the meeting, and one of the participants does not agree with this due to the fact that he did not have the opportunity to familiarize himself with the materials for adoption right decision on these issues, but, nevertheless, such issues were considered at the meeting, is it possible to invalidate the decision of the general meeting of participants on such additional issues?

It is possible to recognize them as invalid taking into account specific circumstances in a judicial proceeding at the request of a member of the company who did not take part in the voting or voted against such a decision. But the court has the right, taking into account all the circumstances of the case, to uphold the contested decision if the vote of the company member who filed the application with the court could not affect the results of the vote. Or, for example, if the violations committed are not significant and the decision of the participants did not cause losses to this participant. This position is confirmed by the decision of the Federal Antimonopoly Service of the Urals District dated July 1, 2008 No. Ф09-4599 / 08-С4.

We draw up a protocol or decision

If the company is owned by one person, then he does not need to follow the procedure for preparing and holding a meeting of several participants in the LLC. He just needs to make his decision at least on the mandatory agenda of the next meeting of participants on time from March 1 to April 30.

Examples of a single member decision are shown in Exhibit 7 (if the company is owned by an individual) and Exhibit 8 (if an organization).

Members meeting LLC is a collegial body whose decisions are formalized protocol(sample in Example 6).

In accordance with paragraph 6 of Art. 37 of the Federal Law on LLC, the executive body of the company organizes the keeping of the minutes of the general meeting of the company's participants. Of course, he does not keep the protocol on his own. As a rule, this is done by the secretary of the meeting, elected during its conduct (he also subsequently draws up the minutes in accordance with all the rules). This work is usually performed by the corporate secretary, and in case of his absence in the organization - by a lawyer, less often - by an ordinary secretary.

It should also be noted that not later than within 10 days after the protocol is drawn up, a copy of it must be sent to all participants in the company in the same order as the announcement of the general meeting. Myself Minutes are recommended to be drawn up no later than 3 working days after the close of the meeting- similar to the requirements for the execution of a protocol in joint-stock companies due to the fact that the Federal Law on LLC does not contain such requirements.

The date of the minutes (which may be issued later than the day of the meeting) always corresponds to the date of the meeting itself.

Question on the topic:

Collapse Show

Minutes are usually signed by two persons: the chairman and the secretary of the meeting. However, in practice, there are minutes of the next meeting of participants in an LLC, where the signatures are not of the chairman and secretary, but of all its participants. This is usually done in LLCs with a small number of owners. Are such protocols valid?

The absence of the chairman of such a meeting is a violation, because in paragraph 5 of Art. 37 of the LLC Law says: "The person who opens the general meeting of the company's participants elects the chairman from among the company's participants." And there are no exceptions to this order.

Another thing is that this violation is not significant, and it is unlikely that it will be possible to recognize the protocol as invalid on this basis (decree of the Federal Antimonopoly Service of the North Caucasus District dated January 11, 2010 in case No. A63-1916 / 2009), especially since each participant in the LLC expressed consent to the contents of this document.

For the minutes of the next meeting of the LLC participants, as well as for the decision of the sole participant, there is no required form. Therefore, for the correct execution of these documents, it is necessary to focus on the requirements of the law (primarily on the agenda and date of the meeting / decision), as well as on the practice business turnover that has developed in relation to the execution of these types of documents (including on the recommendations of GOST R 6.30-2003). You can refer to the examples of the protocol and solutions given later in the article. And having understood this issue, we recommend that you approve the used forms of documents in your organization.

Often controversial issue on the presence in the protocol or decision of the seal because it is not regulated by law. According to the rules of office work, it should not be in the protocol or in the decision given that these documents are internal by design. However, in practice, the absence of a seal in these documents may raise questions from notaries or authorities to which these documents or their copies are provided, for example, for registration actions. The organization, of course, can challenge the refusal to perform the actions established by law through the courts. But it will take a lot of time and effort. So if the protocol or decision will be provided to third parties on which the provision of certain benefits depends, then it is better to stamp:

1. So, the protocol can be stamped with the main seal of the LLC holding a meeting of its participants (it is indicated in the "header" of the document). After all, do not put the seal of one of several participants here.
2. Pay attention to what seal can be placed in the decision:
   • if an individual owns a company, then he does not have his own seal. And if you really want to put an imprint, then let it be an imprint of the LLC seal (by analogy with the protocol);
   • if the company is owned by another legal entity (for example, JSC), then this legal entity has its own seal, which is customary to certify the signatures of its authorized persons on important documents. And here a dilemma arises: what seal to put on the decision? There are those who advise putting down both to please everyone. But by analogy with the two cases discussed above, in practice, the majority puts the seal of an LLC.

From a legal point of view, none of the above options for affixing / not sealing will entail undesirable consequences for both the LLC and its participants.

The law says nothing about the necessary number of copies protocol or decision to be issued. We have already mentioned that the law considers it sufficient for the participants of the meeting to send copies of the protocol, which means that the original can be made in 1 copy. If we talk about the decision of a single participant, then it is usually made in 2 copies: the first - for the LLC, the second - for the owner.

For a sample design for stapling a multi-page document, see Example 5 of the article “Keeping a register of seconded workers who arrived at the organization»

If the protocol or decision contains more than 1 page, then the sheets of the document should be stitched and certified by stitching. Whose signature can show off here? This may be the chairman or secretary of the meeting (on the minutes), the only participant (on the decision) or the head of the LLC itself.

Example 6

Collapse Show

Pay attention to the presence at the beginning of the protocol, before listing those present and invited, an indication of who performs the functions of chairman and secretary at the meeting. The practice of drawing up protocols as organizational and administrative documents taught me to place this information here (marked with the number 1 in Example 6). But the internal documents of the LLC do not always specify who will perform these functions, more often this issue is resolved individually at each meeting (example 6 shows just such a case). It may seem illogical to some to indicate the chairman and secretary before the question of their personalities is decided at the meeting. But the protocol is not a work of art in which everything is reflected only in chronological order. It has its own details, the usual arrangement of information in the document form. Therefore, we preferred the convenience of working with the protocol and displayed information about the chairman and secretary where it is customary to describe the actors. The presence or absence of the chairman and secretary here does not affect the legal force of the document. Similarly, compliance with other rules for the execution of organizational and administrative documents in a protocol or decision should be assessed - from the point of view of legal force, the content is more important, the way information is arranged is secondary.

Collapse Show

Storage of meeting documents

Minutes of meetings of LLC participants, as well as shareholders in JSC, stored permanently.

According to Art. 50 of the Federal Law on LLC, the company is obliged to keep the minutes of general meetings of the company's participants at the location of its sole executive body or in another place known and accessible to the company's participants. At the request of the participant, the LLC is obliged to provide him with access to the protocol or provide a copy of it within 3 days from the date of presentation of the relevant request.

Note that neither the procedure nor the terms for storing the decisions of the sole participant of the Federal Law on LLC does not contain. But here the principle of analogy works. In addition, we remember that the List of typical managerial archival documents contains categories of documents and retention periods for them. And for the decisions of the sole participant of the LLC, article 18 of this List with a constant shelf life is suitable; it is applicable to decisions and minutes of participants in LLC and shareholders in JSC, as well as reports, certificates and other documents discussed at the meeting.

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 prescriptions of imperative legal norms established in the Civil Code of the Russian Federation, the Law and other federal laws in this respect.

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, the overloading of the competence of the general meeting with secondary issues that are not of a fundamental nature may adversely affect their prompt resolution. 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, is one of the most important rights of 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, to designate the period for which annual reporting, use the term "fiscal year". 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 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 highest 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 holding 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 of a limited liability company is elected only from among the participants of this economic society. 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 participants of the company, they are issued extracts from the protocol book, certified by the executive body of the company.

The 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 company's participants 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 made 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 bear 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 is general rule is always applied, except for cases when 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 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 perceives 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 remaining 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 internal document, which has a more general meaning (for example, in the regulation on the general meeting of the company's 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.