Holding annual meetings in absentia will be possible as early as 2022
This time of the year has come again when companies need to approve their financial results for the previous year.
Limited liability companies will have to approve their financial results for 2021 from March 1, 2022 to April 30, 2022, and joint-stock companies from March 1, 2022 to June 30, 2022 (unless otherwise provided by the company’s charter).
Regular general meetings of shareholders convened for companies to approve their annual results cannot generally be held in absentia, i.e. they must be held only in person.
It was allowed in 2021 to hold regular general meetings of shareholders in absentia as an exception.[1]
A bill, which allows regular general meetings to be held in absentia in 2022 has been adopted in the third reading and is now awaiting final approval by the Federation Council and signing by the President[2]. This means that it will be possible to hold annual meetings in absentia (i.e., by exchanging documents) as early as 2022.
When a meeting is held in absentia, no physical meeting is not required, and it is enough for the parties to exchange documents confirming the results of their voting on the issues raised for the meeting to be deemed held.
If you would like to discuss this matter further or have any questions, please write to Julia Talagaeva or Alexandra Yudina.
Truly yours,
[1] Articles 2 and 3 Federal Law N 17-FZ dated February 24, 2021 Amending Federal Law On International Companies and International Funds and Suspending Certain Provisions of Federal Law On Joint-Stock Companies and Federal Law On Limited Liability Companies
[2] Bill No. 1087689-7 Amending Federal Law On Joint-Stock Companies and Suspending Certain Provisions of Legislative Acts of the Russian Federation