The annual holding of the annual general meeting of shareholders is a duty joint-stock company which is enshrined in law. That is why there are strict requirements for the proper preparation of this event and its documentation. Let's try to figure out how to prepare for the general meeting and draw up its minutes.

Clause 1 of Article 47 of Federal Law No. 208-FZ of December 26, 1995 (hereinafter referred to as the Law) prescribes that an annual general meeting of shareholders be held. Requirements for the organization of this event are also specified in this legislative norm. Let's consider how to properly prepare for the general meeting of shareholders (hereinafter referred to as the GMS) and draw up its minutes.

Preparing for the annual OCA

The OCA is the supreme governing body of the society. The frequency of meetings of shareholders is determined by the charter of the joint-stock company. However, the annual meeting must be held no earlier than two months and no later than six months after the end of the financial year.

Help: according to Art. 12 BC RF , the fiscal year is equal to the calendar year. Therefore, the timing of the GMS for 2020 is: 11/01/2017-06/30/2018.

During this event, the co-owners of the business decide key questions that determine the future course of the entire company. Among them, for example:

• reorganization and liquidation of the company;
• change and addition of the charter;
• election of the board of directors;
• termination of powers of the board of directors;
• distribution of dividends;
• change in the size of the authorized capital.

The initiators may be the board of directors, company executives, shareholders or other persons who own at least 2% of voting shares in the company's charter capital.

The decision on the collection is made by the board of directors. This is evidenced by subparagraph 4 of paragraph 1 of Art. 65 of the Law. The board of directors also determines other details: the list of participants, date, time. The list of details is clearly defined in Art. 54 FZ-208. Responsibility for preparation also lies with the board of directors.

Formation of the list of participants and their notification

After the decision to hold the meeting is made, it is necessary to form a list of its participants. According to paragraph 1 of Art. 51 of the Law, it must be ready at least 25 days before the date of the event. If the issue of reorganization of the company is raised on its agenda, then this period will be 35 days. Participants must be notified at least 20 days before the scheduled date. If the agenda will address the issue of reorganization, this period is 30 days.

Notification can be made in various ways: by registered mail, in the media, on the company's website, by phone call or email.

Minutes of the annual general meeting of shareholders in 2020

A registrar or notary must be present at the GMS. Their role is to develop the scenario for the event and also to ensure that it is followed in full order. In fact, these specialists are managers. They may also be responsible for the preparation of the protocol.

According to Art. 63 of the Law, the protocol must be prepared no later than three days after the event. The protocol is prepared in duplicate, which must be signed by the secretary and the chairman of the meeting. Its content is regulated by the same article and clause 4.29 of the Regulations on holding meetings of shareholders (approved by order of the Federal Financial Markets Service of Russia dated February 2, 2012 No. 12-6/pz-n). The protocol must contain the following information:

• place and time of the event;
• the full name of the joint-stock company and its location;
• type and form of OSA;
• date of compilation of the list of participants;
• the total number of votes held by the owners of voting shares;
• the number of votes held by the participating shareholders;
• information about the chairman and secretary;
• agenda.

The minutes record the main theses of speeches, questions put to vote, its results and decisions taken. In addition, the time of the beginning and end of the counting of votes and the number of votes for each option are indicated. The decisions made must be certified by a notary.

The Central Bank of the Russian Federation in corporate relations is a unique “source of law”. On the one hand, most of its documents are advisory in nature, on the other hand, the consequences of violating such “recommendations” can be more than serious. Such a politely caring dad, at the same time, ready at any moment to scold a naughty child not only with a belt, but also with something heavier.

Therefore, we suggest that you take a close look at what the representatives of the Central Bank of the Russian Federation recommend that we do by the next general meeting of shareholders (hereinafter referred to as the GMS), and together think about how best to draw up documents confirming that you follow these recommendations.

Letter from the Central Bank of the Russian Federation regulates cases of holding general meetings of shareholders in the form of joint participation. Recall that this is only one of the possible forms of holding the GMS, provided for by the Law on Joint Stock Companies. It is a joint presence of shareholders to discuss agenda items, incl. the possibility of speeches, and making decisions on them (Article 47, paragraph 11 of Article 49 of the JSC Law).

The letter specifies certain requirements of the Corporate Governance Code (another “recommendatory” act of the Central Bank of the Russian Federation) in terms of creating the most favorable conditions for shareholders to participate in the general meeting, as well as providing them with the opportunity to express their opinion on the issues under consideration. In particular, the Central Bank of the Russian Federation specifically stipulates that the procedure for conducting a general meeting of shareholders (regulations) should provide for equal rights for participants in terms of the opportunity to speak at a meeting or ask questions to speakers. To this end, in preparation for the General Meeting recommended:

1. Analyze the attendance of shareholders at general meetings of shareholders for the previous 3 years. This is done in order to select a suitable venue for the GMS, taking into account the expected maximum attendance of shareholders.

2. Determine when preparing for the OCA its location and the manner in which it is organized in such a way as not to restrict or hinder access(passage) of shareholders to the place of registration for the meeting and directly to the premises intended for its holding.

3. Analyze the activity of shareholders at the AGM for the previous 3 years and determine the duration of the AGM, including based on the estimated maximum number of shareholders who may wish to participate in speeches and discussions on the agenda items of the meeting.

4. If the GMS provides for the possibility participation of shareholders in the discussion of agenda items via video conferencing - notify shareholders in preparation for the AGM.

Which AOs are required to invite the registrar to the general meeting of shareholders? How to implement it? What will the registrar do at the meeting? What composition of the signatories in this case should be indicated in the documents: the minutes and the report of the counting commission, in the minutes of the meeting itself? It turns out that the requirements of the OFAS in this matter sometimes go beyond the requirements of the legislation and clarifications of the Bank of Russia. Details - in the article "Participation of the registrar in the general meeting of shareholders" magazine No. 11′ 2017

Of course, the approach to holding a general meeting of shareholders should be individual.

A fairly large number of corporations created through privatization have hundreds, thousands, and even tens of thousands of small shareholders with one or two shares in the register, who have never taken part in their activities. Many of these shareholders have either forgotten their shares or are ignoring their rights. Some have already left this mortal world, but their heirs, for various reasons, are in no hurry to formalize the transfer of shares in the register of shareholders. At the same time, decisions in such corporations are made by 2-3 majority shareholders. Why does such a company need a large hall if 4-5 people come to the general meeting of shareholders?

On the other hand, there are modern JSCs, many shareholders of which strive to keep abreast of what is happening in the company, and large public JSCs, whose general meetings are arranged as a show with a free buffet and distribution of memorable gifts. Such companies require large premises to gather everyone who wants to listen to management reports and vote in person.

All this is understandable, and the recommendations of the Central Bank of the Russian Federation, of course, reflect the current practice. However, it is completely unclear from his letter how it is necessary to reflect in the documents of the society that these recommendations were taken into account?

However, before thinking about how to follow the recommendations of the Central Bank of the Russian Federation, let's think about whether this is necessary at all? If you want to minimize the risks - definitely yes. Of course, if the meeting is held in the regular mode, any confirmation that all the recommendations of the Central Bank of the Russian Federation were taken into account during its convening will not be required. But suddenly this time there will be an emergency? For example, will there be 2 times more shareholders than usual? Or will an attack by a corporate blackmailer begin against the organization and complaints will go to the Central Bank of the Russian Federation? You will definitely have to confirm with documents that even at the stage of convening the meeting you tried to take into account possible scenarios.

An analysis of the attendance and activity of shareholders should be carried out at the very first stages of preparation for the GMS. This should be done by the body that prepares for the CCA. According to sub. 2 p. 1 art. 65 of the JSC Law, this issue is referred to the competence of the Board of Directors (Supervisory Board). In companies with less than 50 shareholders - owners of voting shares, this may be another body determined by the charter (clause 1, article 64 of the JSC Law). Therefore, it is natural to conclude that the results of the analysis should also be reflected in the documents of this body - for example, in the minutes or minutes of a meeting of the board of directors. These issues can be considered both during the final meeting dedicated to the preparation of the AGM, and during one of the intermediate meetings. Arguments in favor of holding a separate meeting and, accordingly, fixing its results in a separate protocol:

• firstly, such recommendations should be taken into account when searching for premises, and this process is not very fast, therefore, it is necessary to offer them to the executive body as early as possible;
• secondly, even if the place of the meeting is known in advance (the building of the AO itself, for example) and the recommendations will be deliberately formal, during the meeting dedicated directly to the appointment of the GMS, a large number of issues are resolved. There is no need to load it with additional discussion of formal recommendations;
• thirdly, in a single document, the JSC will have a complete answer to the question of whether the organization has complied with the latest recommendations of the Central Bank of the Russian Federation on the preparation and conduct of the OSA (whether it “missed” them), while nothing more, for which they could “ catch on”, will not be in the protocol.

But a separate meeting is not necessary. Of course, the decision on when and what issues the board of directors will discuss is made by the board of directors.

Recall that the law requires a general meeting of shareholders to be held at least once a year. The required meeting is called annual, and any other meeting - extraordinary. The annual meeting of shareholders is held within the time limits established by the charter of the company. However, paragraph 1 of Art. 47 of the JSC Law defines the boundaries of this period: not earlier than 2 months and not later than 6 months after the end of the financial year.

A joint-stock company must approve the annual financial statements by the general meeting of shareholders, if the company's charter does not refer this to the competence of the board of directors / supervisory board (subclause 11, clause 1, article 48 of the JSC Law). However, in accordance with Part 2 of Art. 18 of the Accounting Law, reporting must be submitted no later than 3 months from the date of the end of the reporting period (calendar year). And it would be logical to submit financial statements to the tax authority that have passed all the corporate procedures for their approval. Then the period of the annual general meeting of shareholders is narrowed to 1 month - March!

Scheme 1

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And the board of directors should decide on the organization of the annual general meeting of shareholders much earlier in order to send notices to its participants about the place, time and other aspects of its holding no later than 20 days before the meeting (clause 1, article 52 of the JSC Law).

Example 1 shows the minutes of the meeting of the board of directors, which reflects the implementation of the recommendations of the letter of the Central Bank of the Russian Federation of December 19, 2017 No. IN-06-28/60. He represents short version logging:

• only whom they heard about (without fixing the course of the discussion) and
• decisions taken with voting results (without showing who voted how, and without any dissenting opinions).

If there is no conflict of opinions of the participants, then there is no point in reflecting the position of individual members of the collegiate body in the minutes. In any case, the level of detail in reflecting the progress of the discussion and decisions taken at the meeting is determined by its chairman, and the secretary only executes it.

In the standard format of the protocol, it is customary to first give a numbered list of agenda items, and then put the corresponding number and indicate for each item at least: who was heard about what, what was decided and how they voted for it. But in our situation, there will be only 1 question on the agenda “On determining the place and duration of the annual general meeting of shareholders” (marked with the number 1 in Example 1), and we will place the analysis that the Central Bank requires from us in the “HEARD” section (see . number 2 ibid.).