Russian Corporate Law Changes Regarding the Holding of General Meetings Require Amendments to the Company’s Charter

In the near future—i.e., from March 1 to April 30, 2025 — shareholders of limited liability companies will be required to approve the annual results of the company’s activities for 2024.

As you may remember, generally, the approval of annual results must take place in person—i.e., shareholders of the company must attend a meeting in person or by proxy. At the same time, over the past few years, the law has allowed shareholders of limited liability companies and non-public joint-stock companies to hold general meetings in absentia, including annual general meetings, that approve the results of the company’s activities for the previous year.

However, starting from March 1, 2025, the law will limit the possibility of approval of annual reports and annual financial statements by absentee voting.

Meanwhile, starting from March 1, 2025, companies will be able to approve annual results, as well as adopt resolutions on other matters at in-person and in absentee meetings (e.g., a meeting of shareholders, at which some shareholders are present and some are absent)[1].

The company’s charter, or a resolution unanimously[2] adopted by shareholders of the company, must provide for the possibility of holding a general meeting in absentia and in person and in absentia. Therefore, if your company’s charter does not provide for the holding of general meetings in absentia and in person and in absentia, we recommend amending the charter in advance accordingly.

It is important to remember that the law[3] also requires an internal document that establishes an absentee voting procedure.

In addition to in-person attendance at a general meeting and in-person and in absentee voting, the law also provides for the possibility of holding general meetings remotely, which we discussed in our alert.

We would be pleased to advise you on a procedure for holding general meetings according to the new rules and to prepare amendments to company’s charter that will meet the company’s needs when it comes to holding general meetings.

If you have any questions left or you would like to discuss something, please send an email to Julia Talagaeva or Alexandra Yudina.

[1] Federal Law No. 287-FZ dated August 8, 2024 On the Introduction of Amendments to the Federal Law On Joint-Stock Companies and Certain Legislative Acts of the Russian Federation.

[2] Para. 3 of Article 32(1) of Federal Law No. 14-FZ dated February 8, 1998 On Limited Liability Companies (as amended by Federal Law No. 287-FZ dated August 8, 2024).

[3] Article 38(5) of Federal Law No. 14-FZ dated February 8, 1998 On Limited Liability Companies (as amended by Federal Law No. 287-FZ dated August 8, 2024).