The minutes of the general meeting of shareholders are drawn up. Minutes of the annual general meeting of shareholders

After the meeting (both annual and extraordinary), it is necessary to formalize its results.

The main one is protocol. general meeting shareholders (see for the case when the meeting made changes to the articles of association).

How to draw up the minutes of the meeting of the general meeting of shareholders

The minutes must be drawn up within three working days after the close of the meeting. Who exactly should do this, the law does not establish. For example, such a task can be assigned to the secretary of the meeting.

However, in any case, the minutes of the general meeting of shareholders must be drawn up in two copies. Moreover, each of them must be signed by the chairman and secretary of the meeting. Such rules are established in Article 63 federal law dated December 26, 1995 No. 208-FZ "On Joint Stock Companies".

The minutes of the general meeting of shareholders must contain information that includes:

In any case, the minutes of the general meeting of shareholders must be attached ():

• documents adopted or approved by the decision of the general meeting (if it took place at the meeting).

Read about how to draw up the minutes of the general meeting of shareholders, as well as the minutes and report on the results of voting in the Yurist System

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In a company with a number of shareholders (owners of voting shares) over 100 a counting commission is created, the quantitative and personal composition of which is approved by the general meeting of shareholders. If the holder of the register is a professional registrar, he may be entrusted with the functions of the counting commission. If the owners of voting shares over 500, then the functions of the counting commission in without fail is performed by the registrar (moreover, it is the one that maintains the register of shareholders of this joint-stock company).

The counting commission must have at least 3 people. In addition, the counting commission cannot include:

• members of the Board of Directors (Supervisory Board) of the company;
• members of the audit commission (auditor) of the company;
• members of the collegial executive body of the company;
• sole executive body of the company (usually CEO), as well as the managing organization or manager,
• as well as persons nominated by candidates for the above positions.

The tasks of the counting commission include:

• verification of powers and registration of persons participating in the general meeting of shareholders;
• determination of the quorum of the general meeting of shareholders;
• clarification of issues arising in connection with the exercise by shareholders (their representatives) of the right to vote at the general meeting;
• clarification of the voting procedure;
• ensuring the order of voting;
• vote counting;
• summing up the voting results;
• drawing up a protocol on the results of voting and transferring it to the archive along with voting ballots.

The order of work, the status and powers of the counting commission in an OJSC, as a rule, are regulated by a separate local regulatory act. It is approved by the general meeting of shareholders and is one of the main documents of the organization. In our opinion, it should also contain general requirements for the procedure for drawing up the protocols of the counting commission. There may be two:

• the first protocol - on the results of the registration of shareholders at the general meeting (this document is needed primarily to determine the quorum on the agenda of the meeting);
• and, of course (according to the requirements of Article 62 of the Federal Law "On Joint-Stock Companies"), a protocol on the results of voting, on the basis of which a report on the results of voting is drawn up. The protocol on the results of voting at the general meeting is signed by the members of the counting commission, and if the functions of the counting commission were performed by the registrar, by persons authorized by the registrar. If the number of shareholders less than 100, then the counting commission may not be created; then such minutes are signed by the chairman of the meeting and the secretary.

Registration of shareholders and their representatives

The General Meeting of Shareholders is always preceded by the procedure for registering participants. Within the framework of this procedure, the powers of persons who have expressed their desire to participate in the General Meeting of Shareholders (GMS) are established. Registration of persons participating in the GMS must be carried out at the address of the place where this meeting is held. The registration process is essentially a process of identifying arrivals by comparing the data contained in the list of persons eligible to participate in the OCA with the data of the documents presented.

If the interests of the shareholders are represented by proxies, then their powers should also be checked - the documents submitted by them are checked formally:

1. If it's about powers of attorney, then you need to install:
2. If it's about the person acting as the sole executive body (SEO) legal entity-shareholder, in addition to his identity (by presenting a passport), it is necessary to check:
   • the title of the position and powers of such official. This can be established by the charter of the shareholder organization (usually a notarized copy is presented);
   • the fact of appointing a person who came to your meeting to the position indicated in the charter as the CEO. Depending on the organizational and economic form, it is possible to present a protocol or a decision of the authorized body (for an LLC - a general meeting of participants, for a JSC - a general meeting of shareholders or the Board of Directors, for an institution - a decision of the founder), as well as an extract from it. Additionally, you can be asked to provide an extract from the Unified State Register of Legal Entities confirming the fact that this information has been entered into it. However, it must be remembered that the register is for informational purposes only and the main document is the appointment protocol;
   • if the CEO is limited in powers, then in addition to documents confirming his authority to represent the interests of a legal entity without a power of attorney, there must also be a protocol of a higher body of a legal entity-shareholder that has the authority to make decisions. Moreover, such a protocol should contain the exact wording of the agenda items and a decision on how to vote on them.

Example 14

The transfer of the right of a shareholder to participate in the GMS to a representative is fixed in the Regulations on the General Meeting of Shareholders of JSC Kulebaksky Zavod metal structures»

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Article 28. Transfer of the right to participate in the general meeting of shareholders

1. Transfer of rights to a representative of a shareholder is carried out by issuing a written authorization - a power of attorney.

2. A shareholder has the right to issue a power of attorney both for all shares belonging to him, and for any part of them.

3. A power of attorney can be issued both for the entire range of rights provided by the share, and for any part of them<...>

8. The shareholder has the right to replace his representative at any time and personally exercise the rights granted by the share, terminating the power of attorney. The shareholder has the right, without terminating the power of attorney, to replace his representative and personally exercise the rights granted by the share<...>

If the representative's power of attorney is revoked in the specified order, he cannot be registered to participate in the general meeting of shareholders.

Samples of general, special and one-time powers of attorney, as well as powers of attorney for English language with an apostille and its translation into Russian, general rules You will find the execution of this document in the article “We issue powers of attorney to represent the interests of the organization” in No. 10’ 2011 and No. 11’ 2011

Here are two samples of power of attorney:

• for simple case when one trustee fully represents the interests of the shareholder at the GMS, without any restrictions (see Example 15), and
• for a more complex one, when the transfer of powers is carried out only for a part of the shares (see Example 16).

These powers of attorney are slightly different in the way some details are placed. In both, the text is divided into semantic paragraphs, which does not correspond to the usual rules of the Russian language, but allows you to quickly find key information: who entrusted whom and what (this type of power of attorney is becoming more common).

Pay attention to the details that are used to identify the organization and individual appearing in the power of attorney.

But the law does not require the presence of a signature of a trustee in this document (without it, the power of attorney will also be valid), just its presence will help to additionally protect against fraudulent actions, because. allows you to compare the signature sample in the power of attorney with the strokes that the representative will put on other documents.

Example 15

Power of attorney to participate in the OCA - general case

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Example 16

Power of Attorney for the transfer of powers on part of the shares

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The composition of the participants of the meeting held in the form of joint attendance is fixed by filling out Participant registration log(Example 17). In the case of shareholders sending ballots to the company (instead of attending the meeting in person), it seems appropriate to draw up ballot registration sheet, where the dates of their receipt are reflected (according to the last date on the postmark imprint). In addition, it is compiled protocol of registration of participants of the general meeting of shareholders(Example 19). The requirements for the form and content of the registration forms listed by us here are not established, therefore, each JSC is free to develop them for itself, following common sense (you can also use our samples).

We note only a number of information that it is advisable to include in the Registration Journal of OCA participants by virtue of:

• notices of the meeting must indicate the start time of registration (clause 3.1 of the Regulations). Recording in the Journal the actual start time of registration will help to confirm that registration began at the time indicated in the notice of the AGM. See note 1 in the Journal from Example 17;
• according to clause 4.6 of the Regulations, “registration of persons participating in a general meeting held in the form of a meeting must be carried out at the address of the place where the general meeting is held.” The indication of this address in the Journal will serve as additional confirmation of compliance with these requirements. See note 2 in Example 17;
• the fact of verification of identity documents of those who arrived at the meeting (i.e. compliance with clause 4.9 of the Regulations) will additionally confirm the presence in the Journal of the completed column marked with the number 3 in Example 17;
• a personal account is opened for each person registered in the register of shareholders - the owner, nominal holder, pledgee or trustee. It contains data not only about the registered person, but also about the type, quantity, category (type), state registration number issue, par value of securities, numbers of certificates and the number of securities certified by them (in the case of a documentary form of issue), encumbrance of securities with obligations and (or) blocking of transactions, as well as transactions with securities. Number assignment procedure personal accounts determined by the internal documents of the organization that maintains the register of shareholders. See note 4 in Example 17.

Voting ballot

If in AO more than 100 owners of voting shares, then voting at the annual meeting of shareholders of the company must be carried out without fail using ballot papers. If the number of shareholders is smaller, you can do without them, but it is worth noting that if more than 7-10 people participate in the meeting, then the use of ballots, in our opinion, will already justify itself. Firstly, it speeds up the voting process itself, and secondly, it reduces the risk of shareholders confronting the company about their actual will expressed during the voting.

The current legislation (paragraph 2, clause 2, article 60 of the Federal Law "On JSC") provides that if in a company over 1000 shareholders, then ballots must be sent to them in advance. .

If there are fewer of them, then the requirement for mandatory distribution can be enshrined in the charter of the JSC. Timely mailing of ballots in small companies allows to increase the level of trust in the governing bodies, and in large companies - to significantly simplify the counting of votes. In addition, paragraph 3 of Art. 60 of the Federal Law "On JSCs" for those who distribute ballots, makes a certain indulgence: the shareholders of these JSCs will be able to take part in the meeting in person or send the completed ballots to the company for absentee voting (when determining the quorum and summing up the voting results, the votes represented by the ballots, received by the AO no later than 2 days before the date of the GMS).

In all other cases, ballots are distributed during the registration of shareholders at the GMS.

Example 18 demonstrates filling out a ballot for ordinary voting (questions No. 1, 2 and 3 of the agenda) and for cumulative voting (question No. 7).

Example 18

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procedural issues

• choose the Chairman of the meeting;
• the secretary of the meeting, as a rule, is appointed by the chairman, but a different procedure may be prescribed in the charter or other document of the JSC (clause 4.14 of the Regulations);
• choose a counting commission, which can operate during one meeting or, for example, a whole year; the functions of the counting commission can also be performed by the registrar maintaining the register of shareholders of this joint-stock company; Let us recall that if a JSC has less than 100 shareholders, then its functions can be performed by the chairman and secretary of the meeting.

Let us dwell separately on the problem of reflecting a number of procedural issues in the minutes of the GMS and the bulletin. The most common of these is the election of the Chairman and Secretary of the meeting. There are several options, but their choice is not the arbitrariness of the AO. It depends on the order, which is set out in its Charter.

As a general rule election of the President, the secretary of the annual OCA cannot be produced on his own; the obligation to chair the GMS is assigned by law to the Chairman of the Board of Directors, unless otherwise provided by the Charter; and the procedure for performing the functions of the Chairman in his absence is determined by the local regulatory act of the JSC (for example, the Regulations on the Board of Directors). Thus, if there is no special clause in the Charter that the Chairman must be elected at the annual GMS, then there can be no question of any voting on his candidacy. The annual meeting is chaired either by the Chairman himself or, in his absence, by a person who performs his functions in accordance with internal local acts.

Situation with secretary before the entry into force of the Regulation was quite confused. However, now it is clearly regulated by clause 4.14 of this document: “The secretary of the general meeting is appointed presiding at the general meeting, unless the charter or internal document of the company governing the activities of the general meeting establishes a different procedure for his appointment (election).”

If there are reservations in the Charter or local act of the JSC about the election of the Chairman and Secretary, then this issue, in our opinion, should be included in the Agenda of the meeting and voting ballots under No. 1. At the same time, it must be understood that such reservations can lead to rather problematic situations, especially in the course of corporate conflicts. The company may find itself in a situation where holding a meeting is impossible because the shareholders have not reached an agreement on the candidates as part of resolving a procedural issue.

Who performs the functions counting commission, usually also decided before the meeting.

Because the issue of determining the quorum at the meeting is important, then to confirm the presence of a quorum, the counting commission may draw up such a procedural document as Protocol on the results of registration of shareholders at the OSA(Example 19).

Example 19

Protocol on the results of registration of shareholders at the GMS

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Note on Example 19: in order to speed up the work, a protocol template can be prepared in advance, while the columns “registered” and “total number of votes of registered shareholders” remain blank, which are then filled in by hand before signing the document.

As a rule, the first version of the document is drafted to be presented to the Chairman before the start of the AGM. Then such documents can be prepared immediately before the hearing of each issue (registration continues, and suddenly it was possible to gain a quorum on those issues for which it was not at the beginning of the meeting). Such a protocol is optional and is quite often replaced by something like reports or memorandums signed by the chairman of the counting commission. This document contains information about total number shareholders and the number of shareholders registered at the time of the commencement of the AGM.

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Vladimir Matulevich, expert of the journal "Legal directory of the head"

The regulation clearly establishes that the general meeting can be opened if there is a quorum for at least one issue from the agenda (clause 4.10). At the same time, those wishing to take part in the meeting have the opportunity to register even after the discussion of the last item on the agenda (for which there is a quorum), but before the start of voting.

If, by the time the meeting starts, there is no quorum on any of the agenda items, it is possible to postpone the opening, but for a maximum of 2 hours. A specific period can be prescribed in the charter or internal document of the JSC that regulates the activities of the GMS. If this is not done, then the opening can only be postponed for 1 hour. And to do this indefinitely will not work: the transfer is possible only 1 time.

In order to avoid corporate disputes and to achieve complete objectivity of voting, paragraph 4.20 of the Regulations provides complete list types of shares, the possession of which does not affect the quorum.

The Regulations refer to the final documents of the general meeting:

• minutes of the general meeting;
• protocol on voting results;
• a report on the voting results (if the decisions made and the voting results were not announced during the meeting);
• documents adopted or approved by decisions of the general meeting.

The FFMS in Order No. 12-6/pz-n described in some detail the requirements for each document. So, in the minutes it is enough to reproduce the main provisions of the speeches. At the same time, compared with the previous rules, the list of information that should be in the protocol has expanded.

Last years the state in corporate relations actively supports the side of shareholders as initially more disadvantaged in comparison with the "top" joint-stock company. Case in point- Appearance of article 15.23.1 in the Code of Administrative Offenses of the Russian Federation establishing liability, including for violating the procedure for preparing and holding general meetings of shareholders. This article provides for considerable fines, the order of numbers is as follows - from 2,000 to 700,000 rubles. (and, as an option, disqualification). Arbitration practice shows that this article is “in demand” among the courts and the Federal Financial Markets Service of Russia. So it makes sense to get to know her.

Minutes and report on voting results

Minutes of the general meeting of shareholders is drawn up no later than 3 working days after the closing of the general meeting of shareholders in 2 copies. Both copies are signed by the Chairman of the GMS and the Secretary of the GMS. The minutes of the general meeting indicate (clause 4.29 of the Regulations):

• full company name and location of JSC;
• type of general meeting (annual or extraordinary);
• form of its holding (meeting or absentee voting);
• date of compilation of the list of persons entitled to participate in the GMS;
• the date of the AGM;
• the location of the GMS held in the form of a meeting (the address where the meeting was held);
• Agenda of the OCA;
• start time and end time of registration of persons who had the right to participate in the GMS held in the form of a meeting;
• the opening and closing times of the GMS held in the form of a meeting; and if the decisions adopted by the general meeting and the results of voting on them were announced at the meeting, then also the time when the counting of votes began;
• mailing address(address) to which completed voting ballots were sent during the GMS in the form of a meeting (if voting on issues included in the agenda of the GMS could be carried out by absentee voting);
• the number of votes owned by the persons included in the list of those eligible to participate in the GMS on each item on the agenda of the general meeting;
• the number of votes accounted for by voting shares of the company on each agenda item;
• the number of votes possessed by the persons who took part in the general meeting, indicating whether there was a quorum (separately for each item on the agenda);
• the number of votes cast for each of the voting options ("for", "against" and "abstained"), for each agenda item for which there was a quorum;
• the wording of decisions taken by the general meeting on each agenda item;
• the main provisions of the speeches and the names of the speakers on each issue of the agenda, if the AGM was in the form of a meeting;
• chairman (presidium) and secretary of the OCA;
• date of drawing up the minutes of the GMS.

As you can see, the content of the protocol as one of the main corporate documents is determined by the current legislation in sufficient detail. At the same time, the form of information presentation is not regulated in any way, so they compose it in different ways:

1. Some AOs post material “on issues”, that is, they give a description in sequence:
   • item on the agenda;
   • speeches on this issue;
   • decision and voting results on this issue.
2. Other AOs give material in logical blocks:
   • agenda;
   • speeches on each item on the agenda;
   • decisions and voting results on all issues.

Lawyers monitor the observance of the mandatory requirements of the current corporate legislation for the content of the GMS minutes more than the rules for drawing up the minutes that have developed in our country. Soviet period and are now advisory. Therefore, many go the second way. He is especially loved in large joint-stock companies, because with in large numbers of speaking and voting shareholders, it allows the minutes to be drawn up in two independent blocks separated by time:

• speeches are recorded directly following the results of the meeting on the wall or audiograms of speeches. At the same time, it is possible to work separately on each issue on the agenda, i.e. can work on a document at the same time big number specialists;
• and the vote count is added to the protocol a little later - after the ballots have been counted.

We will give a sample of the minutes of the general meeting of shareholders in Example 20, drawn up according to the first scheme - more familiar to the audience of our magazine. It should be noted that in this case it is rational to use separate ballots for voting, when each issue is voted by its own ballot. This will significantly speed up the counting of votes, and in JSCs with a small number of shareholders it will even make it possible to announce the results of voting on an issue during the meeting itself.

The protocol on the results of voting at the general meeting and documents adopted or approved by the decisions of this GMS shall be attached to the minutes of the general meeting without fail.

Counting Commission following the results of the voting draws up a protocol signed by all members of the counting commission (Example 21). It must be drawn up no later than 3 working days after the closing of the GMS. Decisions adopted by the general meeting of shareholders, as well as voting results:

• are announced at the meeting itself (during which the vote was taken), or
• are communicated in the same manner in which the shareholders were notified of the GMS (letter mailing or publication in the media) no later than 10 days after the compilation of the protocol on the voting results in the form voting results report(Example 22).

Let's further explain: protocol of voting results is always drawn up (this follows from paragraph 4 of article 63 of the Federal Law "On JSC" and additional clarification in paragraph 4.28 of the Regulations). And in the event that the decisions adopted by the GMS and the voting results were not announced during the meeting at which the voting was held, an additional voting results report. There is also some difference in the details of the documents: the most serious difference is that the minutes are signed by the members of the counting commission, and the report is signed by the chairman and secretary of the OCA.

After drawing up and signing the protocol on the results of voting, the voting ballots are sealed by the counting commission and deposited in the archive of the company for safekeeping. At one time, the FCSM determined the period of storage of ballots: .

Read about the storage of documents of the General Meeting of Shareholders on the website “How to store documents related to the holding of the General Meeting of Shareholders? »

The Annual General Meeting of Shareholders cannot be "absentee", it is always held in the form of an in-person meeting. Even if all the shareholders sent completed ballots and did not appear in person, from a formal point of view, this is still a face-to-face meeting with the package of documents that we are talking about in this article.

Also pay attention to the numbering and dates of the protocols.: date is a mandatory identification requisite, and the number may be absent.

The minutes of the annual general meetings of shareholders may not be numbered at all. If within calendar year the second meeting is held, then its minutes are immediately assigned No. 2, and the first minutes (of the annual meeting) remain without a number. Such details of the minutes as a date reflect the date of the meeting, and not the date of signing the minutes (we draw your attention to this, because these events often do not occur on the same day). At the same time, it is necessary to follow the correct wording in the agenda, which reflects the year (for example, the minutes of the annual meeting in 2013 will include "Approval of the Company's annual report for 2012").

As for the protocols of the counting commission, they are numbered within the limits of the work of the counting commission in a certain composition. Usually they prefer to create / form a counting commission in one composition per meeting, then, for example:

Example 21

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Example 22

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Footnotes

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The necessary information about meetings of shareholders is reflected in the following sources:

• Law No. 208-FZ of December 26, 1995, On Joint Stock Companies (hereinafter referred to as Law No. 208-FZ);
• regulation "On additional requirements…”, approved by order of the Federal Financial Markets Service of Russia dated 02.02.2012 No. 12-6/pz-n (hereinafter referred to as the regulation on additional requirements);
• other internal documents of the company.

The annual meeting is held once a year (Article 47 of Law No. 208-FZ). The specific date of the event is determined by the charter. At the same time, it should be taken into account that shareholders gather not earlier than 2 months and not later than 6 months from the end of the reporting year. The remaining meetings are called extraordinary.

The annual meeting differs from the extraordinary one by its specific agenda, that is, the list of issues subject to mandatory discussion (Article 48 of Law No. 208-FZ). In particular, the following questions are raised at the annual congress:

• on the appointment of the board of directors, the auditor and the audit commission;
• approval of the annual and financial reports.

How the minutes of the annual general meeting of shareholders are kept in 2018

There are 2 types of protocol documents of the general meeting:

• minutes of the meeting;
• protocol of voting (in-person or absentee).

The minutes of the annual meeting do not differ in form and procedure from the minutes of the extraordinary meeting. There is a difference only in the content of the agenda, as mentioned above. 2018 did not bring any innovations to the rules for the production of the document in question.

The form of the document is not regulated by law. However, it is recommended to adhere to the requirements for the preparation of documents approved by the order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6 / [email protected] You can also use the norms of GOST R 7.0.97-2016, approved by the order of Rosstandart dated December 08, 2016 No. 2004-st.

When drawing up the protocol, it is necessary to pay attention Special attention to the following:

• multi-page protocol is printed on one side;
• the document is stapled;
• page numbering is placed at the top of the document in the middle of the sheet;
• font 12-14;
• margins: left - 30 mm, top and bottom - 20 mm, right - 10 mm;
• the seal of the organization should not cover the signatures of officials.

According to paragraph 3 of Art. 67.1 of the Civil Code of the Russian Federation, the decision of the shareholders and the composition of the meeting must be confirmed in the following ways:

1. For a public joint-stock company - by the person keeping the register of shareholders.
2. For non-public:

• a notary;
• registrar.

Minutes of the general meeting of shareholders - sample and content

A sample minutes of the annual general meeting of shareholders can be downloaded on our resource, and then brought into line with individual requirements.

The following information must be included in the document:

1. Full corporate name of the enterprise.
2. Address.
3. An indication that the congress is annual.
4. Method of holding (absentee or face-to-face meeting).
5. Date of compilation of the list of eligible persons.
6. Meeting date.
7. Place (the specific address where the participants gathered is indicated here).
8. Full name of the chairman and secretary.
9. Agenda.
10. Time:
    • start and end of registration of those present;
    • opening and closing of the meeting;
    • the beginning of the counting of votes (if the decision and the voting results were discussed directly at the meeting).
11. Postal addresses where ballots were sent (if the meeting was held in absentia).
12. Number of votes for each agenda item:
    • possessed by the subjects admitted to voting;
    • attributable to voting shares, taking into account the required quorum;
    • for all options (for, against, abstained).
13. Decision data.
14. Main theses of speeches and names of speakers.
15. Signatures of the chairman and secretary.
16. Date of the protocol.

For violation of the rules for drawing up the protocol, the chairman and secretary may be held administratively liable in the form of a fine: up to 2000 rubles. - for citizens and up to 20,000 rubles. - for officials (part 9 of article 15.23.1 of the Code of Administrative Offenses of the Russian Federation).

Protocol and report on voting results

If the enterprise has a counting commission or the counting of votes is carried out by the holder of the register, then along with the minutes of the annual meeting, a voting protocol is also drawn up. This document is conducted not by the secretary of the meeting, but by a member of the commission or a registrar.

All subjects entitled to participate in the annual meeting of shareholders are informed about the results, regardless of their presence or absence at it. The necessary information is written in the report on the results of voting sent to the above persons.

In addition to this mandatory information, these acts may include other information.

What is the term for drawing up the minutes of the general meeting of shareholders and which persons must sign it

The meeting begins with the opening procedure. It is at this stage that the one who will keep the protocol (secretary) is selected. The chairman approves his candidacy. These two persons, the chairman and the secretary, must be present at the meeting, since it is they who must sign the minutes of the general meeting of shareholders.

What are the deadlines for preparing the final acts:

1. Minutes of the annual meeting - within 3 working days from the date of the meeting (clause 1, article 63 of law No. 208-FZ). Number of copies - 2.

Attached to the protocol:

• protocol on voting results;
• acts approved by the decision of the general meeting.

1. The protocol on the results of voting is prepared within a period not exceeding 3 working days after the closing of the meeting or from the date of receipt of the completed ballots (in case of absentee method).
2. The voting results report is compiled and sent to interested parties within 4 business days from the end of the meeting or from the date of acceptance of the last absentee ballot.

The nuances of decisions on liquidation and reorganization in the form of transformation, merger, spin-off, etc.

If questions or reorganizations of the company are raised at the annual meeting, then this is not reflected in the procedure or in the form of the minutes. Decisions are made in accordance with general requirements, but there are some nuances in the content and rules for their adoption:

• these issues reflect only the minutes of the general meeting of shareholders on liquidation and reorganization, but not decisions of other management bodies;
• liquidation and reorganization are approved by at least ¾ of the votes of the shareholders present at the meeting;
• during reorganization, the protocol may provide for a special procedure for transactions or a ban on transactions by the company until the end of the procedure (clause 7, article 15 of Law No. 208-FZ);
• also in the minutes of the meeting of shareholders on the reorganization in the form of transformation, merger, etc., the procedure for its implementation must be stipulated, a new executive body elected, constituent documents approved and other mandatory conditions(Art. 16-20 of Law No. 208-FZ).

Extract from the minutes of the general meeting of shareholders - sample

Sometimes there is a need to confirm any information by a decision of the general meeting. For this, it is not necessary to present the entire protocol. It is enough to present an excerpt from it in the form of an extract.

• full company name and address of JSC;
• details of the protocol (number, date and place of its compilation);
• indication of the type of meeting (annual, extraordinary, in-person or absentee);
• the number of the agenda item and the essence of the decision itself;
• data on the chairman and secretary;
• information about the person who certifies the document;
• company seal;
• date of issue of the extract.

You can also specify who the extract is issued to and the place of its presentation. Below is a sample of this document.

Thus, a sample minutes of the meeting of shareholders can be downloaded from the link provided in the article. It is compiled by the responsible secretary, taking into account regulatory requirements. Production is given 3 working days from the closing date of the meeting.

The annual holding of the annual general meeting of shareholders is the obligation of a joint-stock company, which is enshrined in law. That is why to proper preparation this event and documentation there are stringent requirements. 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 annual meeting must be carried out 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 2019 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 different ways: by registered mail, in the media, on the company's website, through phone call or email.

Minutes of the annual general meeting of shareholders in 2019

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 in perfect 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. Decisions made must be certified by a notary.

Full corporate name of the Company: Closed Joint Stock Company "_____________".

Location of the Company: ________________________.

Type of the General Meeting: annual.

Form of the meeting: joint presence (meeting).

Date of the meeting: "___" _________ ____

Venue of the meeting: _________, st. __________, d. ___.

Start time of registration of persons entitled to participate in the meeting: ___ h ____ min.

Deadline for registration of persons entitled to participate in the meeting: ___ h ____ min.

Closing time of the meeting: ____ h ____ min.

Meeting opening time: ____ h ____ min.

Postal address(es) to which completed voting ballots were sent: ________________ (if voting on issues included in the agenda of the General Meeting could be carried out by sending completed voting ballots to the Company) 2 .

Present:

1. ___________________________________,

2. ___________________________________.

AGENDA:

1. On the election of the Board of Directors of the Company.

2. On the election of the Audit Commission (Auditor) of the Company.

3. Approval of the Company's auditor.

4. Approval of the annual report of the Company.

5. Approval of financial statements for ___ year, including the income statement.

6. On the distribution of the Company's profit.

7. On the payment of dividends.

On the first item on the agenda: ____________________.

On the second item on the agenda: ____________________.

On the third item on the agenda: ___________________.

On the fourth item on the agenda: _________________.

On the fifth issue of the agenda: _____________________.

On the sixth item on the agenda: ____________________.

On the seventh item on the agenda: ___________________.

On the first item on the agenda: _______________.

Quorum present/not present.

On the second item on the agenda: _______________.

Quorum present/not present.

On the third item on the agenda: ______________.

Quorum present/not present.

On the fourth item on the agenda: ____________.

Quorum present/not present.

On the fifth item on the agenda: ________________.

Quorum present/not present.

On the sixth item on the agenda: _______________.

Quorum present/not present.

On the seventh item on the agenda: ______________.

Quorum present/not present.

Chairman of meeting: _____________________________

Meeting Secretary: ________________________________

1. On the first item: On the election of the Board of Directors of the Company _____________________________. ___________________________________________. (Full name) (briefly state the provisions of the speech)

RESOLVED:

To elect the following persons to the Board of Directors of the Company:

____________________________________________.

Decision made / not made.

2. On the second item: On the election of the Audit Commission of the Company _____________________________. ___________________________________________. (Full name) (briefly state the provisions of the speech)

RESOLVED:

To elect the following persons to the Audit Commission of the Company:

_________________________________________;

_________________________________________;

_________________________________________.

Decision made / not made.

3. On the third item: Approval of the Company's auditor _____________________________. ___________________________________________. (Full name) (briefly state the provisions of the speech) RESOLVED: To approve the Auditing Company "_________" ____________________________ as the auditor of the Company "_______________" _______________________. (legal address, OGRN)

Decision made / not made.

4. On the fourth item: Approval of the annual report of the Company _____________________________. ___________________________________________. (Full name) (briefly state the provisions of the speech)

RESOLVED:

Approve the annual report of the Company for _______ year.

Decision made / not made.

5. On the fifth item: On the approval of the financial statements for ______ year, including the profit and loss statement, ____________________. (FULL NAME.) ___________________________________________. (briefly summarize the points of speech)

RESOLVED:

Approve financial statements for _________

Decision made / not made.

6. On the sixth issue: On the distribution of the Company's profit _____________________________. ___________________________________________. (Full name) (briefly state the provisions of the speech) RESOLVED: To distribute the profit of the Company as follows: ______________________ ________________________________________________________________________________.

Decision made / not made.

7. On the seventh item: On the payment of dividends _________________________. (FULL NAME.) ___________________________________________. (briefly summarize the points of speech)

RESOLVED:

Not to pay dividends for ____ year and direct the profit to the development of the Company.

Decision made / not made.

Date of the protocol: "___" _________ ____ y. 3

The following shall be attached to the minutes of the General Meeting:

Documents adopted or approved by decisions of the General Meeting.

Chairman of meeting: ______________/__________________

Meeting Secretary: _____________/___________________ 4

1 The company is obliged to hold an annual general meeting of shareholders annually. The annual general meeting of shareholders is held within the time limits established by the charter of the company, but not earlier than two months and not later than six months after the end of the financial year. At the annual general meeting of shareholders, issues on the election of the board of directors (supervisory board) of the company, the audit commission (auditor) of the company, the approval of the company's auditor, the issues provided for by subparagraph 11 of paragraph 1 of Article 48 of the Federal Law "On Joint Stock Companies", and may also be resolved other issues related to the competence of the general meeting of shareholders (clause 1, article 47 of the Federal Law "On Joint Stock Companies").

2 Voting on agenda items of the General Meeting of Shareholders may be carried out by voting ballots. Voting on the agenda of the general meeting of shareholders of a company with more than 100 shareholders owning voting shares is carried out only by voting ballots (clause 1, article 60 of the Federal Law "On Joint Stock Companies").

3 The minutes of the general meeting of shareholders are drawn up no later than three working days after the closing of the general meeting of shareholders in two copies (clause 1, article 63 of the Federal Law "On Joint Stock Companies").

4 If the Company has not created a counting commission and the functions of the counting commission are not performed by the registrar, the minutes of the general meeting must contain information that, in accordance with Art. 62 of the Federal Law "On Joint Stock Companies" and the Regulation on additional requirements for the procedure for preparing, convening and holding a general meeting of shareholders (approved by Decree of the Federal Commission for the Securities Market of May 31, 2002 N 17 / ps) must be indicated in the minutes of the counting commission on the results of voting at the general meeting.

Source - CJSC "Yurinform V"

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