Ordinary general meetings of LLCs in 2021
Pepeliaev Group reminds you that LLCs may conduct their annual meetings in the form of an absentee vote.
Please note that this calendar year, the law[1] which provided for an opportunity to hold ordinary meetings of members of LLCs in 2020 up until 30 September 2020 is no longer in effect.
According to the provisions of article 34(2) of Federal Law No. 14-FZ “On limited liability companies” dated 8 February 1998 (the “Law on LLCs”), an ordinary general meeting of members where annual results of the company’s activities are to be approved should be held not earlier than in two and not later than in four months after the end of the fiscal year. It means that 30 April 2021 is the last day when an ordinary general meeting of members may be held to approve the results of the company’s business in 2020.
A notification convening an ordinary general meeting of members should be sent not later than 30 days prior to the date of the meeting. A lesser timeframe may be established by the Company's charter (article 36(1) of the Law on LLCs).
If, for any reasons, you have been unable to send out to the members on time notifications convening the ordinary meeting in 2021, we recommend checking whether the provisions of the company’s internal documents provide for an opportunity to conduct an absentee vote to approve the annual results of the company’s activities in 2020.
Please note that this calendar year, the law[1] which provided for an opportunity to hold ordinary meetings of members of LLCs in 2020 up until 30 September 2020 is no longer in effect.
According to the provisions of article 34(2) of Federal Law No. 14-FZ “On limited liability companies” dated 8 February 1998 (the “Law on LLCs”), an ordinary general meeting of members where annual results of the company’s activities are to be approved should be held not earlier than in two and not later than in four months after the end of the fiscal year. It means that 30 April 2021 is the last day when an ordinary general meeting of members may be held to approve the results of the company’s business in 2020.
A notification convening an ordinary general meeting of members should be sent not later than 30 days prior to the date of the meeting. A lesser timeframe may be established by the Company's charter (article 36(1) of the Law on LLCs).
 | Therefore, unless your company’s charter sets special timeframes for sending a notification convening a general meeting of members, such notification was to be sent not later than on 31 March 2021. |
However, legislation[2] that is in effect in 2021 provides for an opportunity to conduct general meetings of members by conducting an absentee vote if a procedure for conducting an absentee vote is set out in an internal document of the company (article 38(3) of the Law on LLCs)[3]. This enables the company not to take into account the statutory timeframes for sending a notification convening an ordinary meeting where members are present in person and to reduce significantly its document flow.
What to think about and what to do
In order to avoid the risk of a company and/or its CEO being charged with administrative liability, we strongly recommend that special attention be paid to preparing and conducting an ordinary general meeting of the company’s members.If, for any reasons, you have been unable to send out to the members on time notifications convening the ordinary meeting in 2021, we recommend checking whether the provisions of the company’s internal documents provide for an opportunity to conduct an absentee vote to approve the annual results of the company’s activities in 2020.
Help from your adviser
Pepeliaev Group’s experts are promptly monitoring the amendments in corporate legislation. They are ready to provide support with regard to conducting an absentee vote and to provide recommendations on how to choose the optimal business solutions for any issues of corporate law.[1] Federal Law No. 115-FZ “On amending individual items of Russian legislation with respect to the unification of the contents of annual reports of state corporations (companies) and public companies, and with respect to establishing the specifics of the regulation of corporate relationships in 2020 and suspending the effect of the provisions of individual items of Russian legislation” dated 7 April 2020.
[2] Federal Law No. 17-FZ dated 24 February 2021 “On the amendment of the Federal Law ‘On international companies and international funds’ and on the suspension of individual provisions of the Federal Law ‘On joint stock companies’ and Federal Law ‘On limited Liability Companies’”.
[3] See on how to avoid difficulties with absentee voting of an LLC's members.
[2] Federal Law No. 17-FZ dated 24 February 2021 “On the amendment of the Federal Law ‘On international companies and international funds’ and on the suspension of individual provisions of the Federal Law ‘On joint stock companies’ and Federal Law ‘On limited Liability Companies’”.
[3] See on how to avoid difficulties with absentee voting of an LLC's members.