Holding annual meetings in 2025

Forte Tax & Law would like to remind you of the importance of holding an annual meeting of shareholders (members) of your company and of drawing up minutes of the meeting. This year, meetings are to be held in accordance with the updated rules, which requires more attention to avoid mistakes.

LLCs must hold an annual meeting by April 30, 2025, and JSCs must do so by June 30, 2025. Failure to hold a meeting or to meet the deadline could potentially result in substantial fines.

The mandatory matters to be decided at the annual meeting are:

• the approval of the balance sheet and the statement of financial performance;
• the approval of a company annual report.

Depending on the structure of your company’s management bodies and the provisions of the charter, the annual meeting must also adopt resolutions, in particular, on the formation of the board of directors and on any other matters, for example, on the distribution of dividends, approval of transactions, conduct of an audit, etc. The notice of the meeting must contain all matters proposed for discussion at the general meeting of shareholders (members), along with the relevant documents.

If your company’s charter (relevant for LLCs and non-public JSCs) has not been amended to allow annual meetings to be held fully in absentia, these meetings must be held in person—i.e., in the joint presence of shareholders (members) or in person/absentia (when some participants are present in person while others are in absentia). Where shareholders (members) are to be represented by proxies in a meeting, it is essential that these proxies must be issued with powers of attorney that can prove their authority. Powers of attorney issued in foreign countries must be apostilled or legalized and accompanied by a Russian translation.

In addition to the in-person format, an annual meeting can also be held remotely.

All the results of the meeting must be recorded in minutes signed as required by the charter. Please note that if the meeting elects an executive body, such a resolution must be notarized, irrespective of the provisions of the charter.

We would be pleased to assist you with holding meetings and drawing up all necessary documents as prescribed by the new rules.

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