Changes in the procedure for holding general meetings of commercial partnerships and companies
Pepeliaev Group advises that a Federal Law [1] has been adopted to establish the procedure for holding general meetings or for conducting absentee voting.
It deals, specifically, with amendments to articles 66.3, 181.2 and 181.4 of the Russian Civil Code (the “Civil Code”). The law came into effect from 1 July 2021.
According to the new rules, provisions regarding absentee voting of a company’s members can be included in the charter further to a resolution of the members of non-public companies. The possibility has been clarified of participating in a meeting remotely using electronic or other technical means, provided that such methods are used in the process which allow for the accurate identification of a person who participates in the meeting as well as for such person to take part in discussing the agenda and voting on it.
If a meeting is held remotely, a resolution of the meeting can be adopted by the sending of documents containing voting results, including via electronic or other technical means, by at least 50% of the total number of the participants in the meeting.
Moreover, a company’s charter or a unanimous resolution of company’s members can provide for a combination of voting at the meeting and of absentee voting.
The amendments have also affected confirmation of a meeting being held and resolutions being adopted. Specifically, it is allowed for minutes to be drawn up using electronic or other technical means in accordance with the procedure for which article 160(2)(1) of the Civil Code provides. Further, a company’s charter or a unanimous resolution of a company’s members can provide for another method for confirming that a meeting was held of the members of a civil law association and the voting results at the meeting, as well as the results of absentee voting.
Article 181.2(4), which sets out requirements for information in the minutes, and article 181.4, which outlines the grounds for challenging resolutions adopted at meetings, have been amended in order to be brought into line with the provisions regarding absentee voting.
In this regard it makes sense for companies to amend the current versions of their constituent documents to simplify the convening and holding of general meetings of members (specifically, to be able to conduct absentee voting).
Pepeliaev Group’s specialists are carrying out real-time monitoring of amendments in corporate legislation. They are ready to provide support in preparing the necessary documentation for holding meetings of a legal entity's members and to provide recommendations on how to choose the optimal business solutions for any issues of corporate law.
According to the new rules, provisions regarding absentee voting of a company’s members can be included in the charter further to a resolution of the members of non-public companies. The possibility has been clarified of participating in a meeting remotely using electronic or other technical means, provided that such methods are used in the process which allow for the accurate identification of a person who participates in the meeting as well as for such person to take part in discussing the agenda and voting on it.
If a meeting is held remotely, a resolution of the meeting can be adopted by the sending of documents containing voting results, including via electronic or other technical means, by at least 50% of the total number of the participants in the meeting.
Moreover, a company’s charter or a unanimous resolution of company’s members can provide for a combination of voting at the meeting and of absentee voting.
The amendments have also affected confirmation of a meeting being held and resolutions being adopted. Specifically, it is allowed for minutes to be drawn up using electronic or other technical means in accordance with the procedure for which article 160(2)(1) of the Civil Code provides. Further, a company’s charter or a unanimous resolution of a company’s members can provide for another method for confirming that a meeting was held of the members of a civil law association and the voting results at the meeting, as well as the results of absentee voting.
Article 181.2(4), which sets out requirements for information in the minutes, and article 181.4, which outlines the grounds for challenging resolutions adopted at meetings, have been amended in order to be brought into line with the provisions regarding absentee voting.
What to think about and what to do
As regards the amendments introduced by Federal Law No. 225-FZ, it should be taken into consideration that, under Federal Law No. 17-FZ dated 24 February 2021, absentee voting has been permitted throughout 2021. It is obvious that the amendments to the Civil Code prove the success of such practices and the aim to have them introduced on a permanent basis.In this regard it makes sense for companies to amend the current versions of their constituent documents to simplify the convening and holding of general meetings of members (specifically, to be able to conduct absentee voting).
Help from your adviser
Pepeliaev Group’s specialists are carrying out real-time monitoring of amendments in corporate legislation. They are ready to provide support in preparing the necessary documentation for holding meetings of a legal entity's members and to provide recommendations on how to choose the optimal business solutions for any issues of corporate law.
[1] Federal Law No. 225-FZ “On amending Part I of the Russian Civil Code” dated 28 June 2021