Extraordinary general meeting of LLC. The next general meeting of LLC participants

In what sequence should an extraordinary meeting of shareholders take place, taking into account changes in legislation?

Suppose a board of directors is appointed on November 1, with a call to hold an extraordinary meeting of shareholders on the issue of joining the builders' union. Then within 3 days we must send a request to the registrar with the minutes of the board of directors attached? Next, the registrar sends us a list of shareholders entitled to participate in the meeting. Should we hold a meeting of the board of directors within 20 days from receiving the list? From what date should this period be counted?

While we were registry holders, everything was much simpler. Members of the board of directors - who are where, it is not possible to collect all the signatures from them. What to do with signatures, given that council members are in different cities? What about a notary?

Procedure for holding an extraordinary meeting of shareholders

The procedure for convening a general meeting of shareholders is as follows:

1. The Board of Directors decides to convene an extraordinary general meeting of shareholders;

2. A list of persons entitled to participate in the general meeting of shareholders is formed.

The date for compiling the list of persons entitled to participate in the general meeting of shareholders cannot be set earlier than 10 days from the date of the decision to hold the general meeting of shareholders and more than 50 days before the date of the general meeting of shareholders.

3. Not later than 20 days in advance (as a general rule) a notice is given about holding a general meeting of shareholders.

Within the specified time frame, a notice of holding a general meeting of shareholders must be sent to each person indicated in the list of persons entitled to participate by registered mail, unless the charter of the company provides for another way of sending this notice in writing, or handed to each specified person against signature, or, if provided for by the company’s charter, published in a printed publication specified by the company’s charter and (or) posted on the company’s website on the Internet specified by the company’s charter;

Thus, the law does not stipulate that you must hold a meeting within 20 days from the date of the decision to hold it. It is important that it is carried out no earlier than 20 days after you make a notification about its holding. In addition, the above requirements for the timing of the formation of the list of shareholders must be met.

Regarding the issue of obtaining signatures of members of the Board of Directors, the following should be noted:

Shareholder legislation is based on the fact that a meeting of the Board of Directors of a company requires the joint presence of its members to discuss issues on the agenda. At the same time, the Charter or another internal act may provide for the possibility of absentee voting on agenda items (Article 68 of the Federal Law “On Joint-Stock Companies”), so we advise you to think about the possibility of amending the Charter (or adopting an internal act) in order to to avoid such problems in the future.

At this stage, we note that the minutes of the meeting of the Board of Directors must contain only the signature of the Chairman of the meeting; the signatures of other members may be missing (Article 68 of the Federal Law “On Joint-Stock Companies”).

On the issue of the need to confirm the adoption of a decision by the meeting of shareholders and the composition of the meeting participants present at its adoption, we note that for public joint-stock companies it is carried out only by the Registrar, for non-public companies - by the Registrar, performing the functions of the counting commission, or by a notary at the choice of the Company itself, recorded in its charter or in the minutes of the general meeting of shareholders.

Not very often, but sometimes you still have to deal with questions coming from members of the SNT and relating to the activities of the chairman. It is, of course, very difficult to comment on the content of such statements, and I think it is not necessary. Instead, I will try to talk about how to properly conduct a general meeting of SNT members, since only it has the right to decide whether the chairman is worthy to continue to carry out his duties, or should leave.

Let's start with the fact that in Article 21 of Federal Law No. 66, the issue of choosing and early termination of the powers of the chairman of the SNT is within the exclusive competence of the general meeting of members of such a company. The same article determines the procedure for holding an extraordinary meeting; it is reflected in clause 2. who can initiate an extraordinary meeting of members of the partnership. This can be either an audit commission, a local government body, or an initiative group of association members. In this case, we will consider how the initiative group should act so that all its decisions and work in general are legitimate and as transparent as possible, in case someone wants to appeal this work. (Yes, yes - this happens all the time). Firstly, the initiative group must make up one fifth of the total number of members of the partnership. This initiative group must submit a petition or demand to the chairman to hold an extraordinary meeting. This petition must be submitted exclusively in accordance with the algorithm defined by the association's charter. Otherwise, you may receive a completely justified and motivated refusal to hold an extraordinary meeting. If everything was done correctly, the petition was submitted in accordance with the requirements enshrined in the charter, the number of people making up the initiative group exceeds one fifth of the total number of members of the society, then you have every reason to count on holding an extraordinary meeting. If you are denied, you can always appeal the refusal in court. It is also necessary to pay attention to the fact that, in turn, the decision of the initiative group that it intends to demand an extraordinary meeting on a certain list of issues must be enshrined in the minutes of the meeting of such a group - this will avoid many troubles if the appeals of your group will still be ignored by the chairman and you will have to go to court in order to bring such an inattentive chairman to order. By the way, on the basis of this protocol, the initiative group itself can notify members of the society about the date and place of the meeting and hold it. But only on one issue - on the issue of early termination of the powers of the current chairman. After the decision to hold an extraordinary meeting is made by the board, measures are taken to bring this information to the public. We will not dwell on what these events should be; I am sure that they are known to any person who has a garden or dacha plot. But just in case, we note that all of them are also enshrined in Art. 21 Federal Law No. 66, in addition, it also sets the deadlines within which the chairman must respond to the requests we are discussing and the deadlines for holding extraordinary meetings. These are, in principle, all the main points that those who are going to initiate an extraordinary meeting need to know. As you can see, it’s nothing complicated, you just need to carefully read the charter of your association, Article 21 of Federal Law No. 66 and, of course, assemble an initiative group. Do not forget that freedom of assembly and elections are inherent exclusively in a democratic society, and democracy is still the rule of the majority.

Grigory Orekhov

Article 55. Extraordinary general meeting of shareholders [Law on Joint Stock Companies] [Chapter VII] [Article 55]
1. An extraordinary general meeting of shareholders is held by decision of the board of directors (supervisory board) of the company on the basis of its own initiative, the requirements of the audit commission (auditor) of the company, the auditor of the company, as well as shareholders (shareholders) who own at least 10 percent of the voting shares of the company on the date of presentation of the claim.
The convening of an extraordinary general meeting of shareholders at the request of the audit commission (auditor) of the company, the auditor of the company or shareholders (shareholder) who own at least 10 percent of the voting shares of the company is carried out by the board of directors (supervisory board) of the company. If the functions of the board of directors (supervisory board) of the company are performed by the general meeting of shareholders, the convening of an extraordinary general meeting of shareholders at the request of these persons is carried out by a person or body of the company whose competence, by the charter of the company, includes the decision on the issue of holding a general meeting of shareholders and approving its agenda day.
2.Extraordinary General Meeting of Shareholders, With called on demand the audit commission (auditor) of the company, the auditor of the company or shareholders (shareholder) who own at least 10 percent of the voting shares of the company, must be held within 50 days from the date of submission of the request to hold an extraordinary general meeting of shareholders.
If the proposed agenda for an extraordinary general meeting of shareholders contains the issue of electing members of the board of directors (supervisory board) of the company, then such a general meeting of shareholders must be held within 95 days from the date of submission of the request to hold an extraordinary general meeting of shareholders, unless a shorter period is provided for by the charter society.
3. In cases where, in accordance with Articles 68 - 70 of this Federal Law, the board of directors (supervisory board) of the company is obliged to make a decision on holding an extraordinary general meeting of shareholders, such a general meeting of shareholders must be held within 40 days from the date of the decision on it carried out by the board of directors (supervisory board) of the company, unless a shorter period is provided for by the charter of the company.
In cases where, in accordance with this Federal Law, the board of directors (supervisory board) of a company is obliged to make a decision to hold an extraordinary general meeting of shareholders to elect members of the board of directors (supervisory board) of the company, such a general meeting of shareholders must be held within 90 days from the date making a decision on its implementation by the board of directors (supervisory board) of the company, unless an earlier date is provided for by the company’s charter.
4. The request to hold an extraordinary general meeting of shareholders must formulate the issues to be included on the agenda of the meeting. The request to hold an extraordinary general meeting of shareholders may contain the wording of decisions on each of these issues, as well as a proposal on the form of holding the general meeting of shareholders. If the requirement to convene an extraordinary general meeting of shareholders contains a proposal to nominate candidates, such a proposal is subject to the relevant provisions of Article 53 of this Federal Law.
The board of directors (supervisory board) of the company does not have the right to make changes to the wording of agenda items, the wording of decisions on such issues and to change the proposed form of holding an extraordinary general meeting of shareholders convened at the request of the audit commission (auditor) of the company, the auditor of the company or shareholders (shareholder), holding at least 10 percent of the company's voting shares.
5. If the request to convene an extraordinary general meeting of shareholders comes from the shareholders (shareholder), it must contain the names of the shareholders (shareholder) demanding the convening of such a meeting, and an indication of the number, category (type) of shares owned by them.
The request to convene an extraordinary general meeting of shareholders is signed by the person(s) requesting the convocation of an extraordinary general meeting of shareholders.
6. Within five days from the date of presentation of the request of the audit commission (auditor) of the company, the auditor of the company or shareholders (shareholder) who are owners of at least 10 percent of the voting shares of the company, to convene an extraordinary general meeting of shareholders by the board of directors (supervisory board) of the company must a decision may be made to convene an extraordinary general meeting of shareholders or to refuse to convene it.
A decision to refuse to convene an extraordinary general meeting of shareholders at the request of the audit commission (auditor) of the company, the auditor of the company or shareholders (shareholder) who own at least 10 percent of the voting shares of the company may be made if:
the procedure for submitting a request to convene an extraordinary general meeting of shareholders established by this article and (or) paragraph 1 of Article 84.3 of this Federal Law has not been observed;
the shareholders (shareholder) demanding the convening of an extraordinary general meeting of shareholders are not the owners of the number of voting shares of the company provided for in paragraph 1 of this article;
none of the issues proposed for inclusion on the agenda of the extraordinary general meeting of shareholders is within its competence and (or) does not comply with the requirements of this Federal Law and other legal acts of the Russian Federation.
7. The decision of the board of directors (supervisory board) of the company to convene an extraordinary general meeting of shareholders or a reasoned decision to refuse to convene it is sent to the persons demanding its convocation no later than three days from the date of adoption of such a decision.
The paragraph is no longer valid.
8. If, within the period established by this Federal Law, the board of directors (supervisory board) of the company does not make a decision to convene an extraordinary general meeting of shareholders or a decision is made to refuse to convene it, the body of the company or persons demanding its convocation have the right to apply to court with a request to compel the company to hold an extraordinary general meeting of shareholders.
9. The court decision to compel the company to hold an extraordinary general meeting of shareholders shall indicate the timing and procedure for its holding. The execution of the court decision is entrusted to the plaintiff or, at his request, to a body of the company or another person, subject to their consent. Such a body cannot be the board of directors (supervisory board) of the company. In this case, the body of the company or the person who, in accordance with the court decision, holds an extraordinary general meeting of shareholders, has all the powers provided for by this Federal Law necessary to convene and hold this meeting. If, in accordance with a court decision, an extraordinary general meeting of shareholders is held by the plaintiff, the costs of preparing and holding this meeting may be reimbursed by decision of the general meeting of shareholders at the expense of the company.
10. In a company in which, in accordance with this Federal Law, the functions of the board of directors (supervisory board) of the company are performed by the general meeting of shareholders, the rules provided for in paragraphs 7 - 9 of this article apply to the person or body of the company that is determined by the charter of the company and to the competence which include the decision on holding a general meeting of shareholders and approving its agenda. The rules provided for in paragraphs 7 - 9 of this article also apply to the annual general meeting of shareholders if it was not convened and held within the period established by paragraph 1 of Article 47 of this Federal Law.

You have the right to raise the issue of appointing a new director, and you have the unconditional right to call and hold a meeting. The law defines formal deadlines, but your Charter may have different ones, which are not directly prohibited by law. The period for notifying a person can also be considered the return of correspondence or a report of non-delivery. Perhaps it is stated in your Charter or other documents of the company that sending correspondence = notification.

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The decision to hold an extraordinary meeting of the gardening (dacha) partnership

Refusal to hold an extraordinary meeting

Grounds for issuing refusal decision on the application organization of an extraordinary meeting of gardeners may be a violation of the procedure for submitting an application or the requirements for the appointment of authorized representatives established by law and prescribed in the organization’s charter.

If the decision made violates the interests of other parties - the audit and control commissions, gardeners, the municipality, the latter can file a complaint with the court and protest the decision there.

Notification of an extraordinary meeting of a gardening (dacha) partnership

When making any decision, members of the board are obliged to notify summer residents in in writing.

The form of notification can be different:

in the form postal item;

publication of information in the media;

by placing information on a special board installed within the boundaries of SNT;

in a different form, if specified in the charter.

Notification letter sent to summer residents no later than two weeks before the convening of the meeting. The message indicates not only the date, place and time of the meeting, but also the agenda of the meeting. The distribution of such correspondence is carried out by the community secretary or chairman.

Procedure for holding an extraordinary meeting

Extraordinary meeting of the gardening association is carried out in accordance with the regulations established in the organization’s charter and approved at the general meeting. In general, the order of the event is as follows:

Joins the board proposal for an extraordinary convocation of summer residents.

Management reviews the document and makes a decision to carry out the event or to refuse to implement it.

Not later thirty days From the moment you apply, a meeting is scheduled and held.

At the meeting, an agenda is announced and a working body is selected.

Each question is discussed in turn, and each comment from the gardeners is recorded in ( sample minutes of an extraordinary meeting of a gardening association You can view and download here: .).

For each topic it is calculated quorum, a vote is taken, a decision is made, and the results are recorded in the protocol. A decision can only be made if more than half of the total number of those present votes for it.

The chairman closes the meeting.

This procedure is standard and all documents drawn up at the meeting are legally binding.

An example of an extraordinary meeting of a gardening (dacha) partnership

Ilya V. was the chairman of the board of a gardening partnership when he received notice from the municipality about holding an extraordinary meeting. The body notified that it wanted to limit the territory of the partnership by withdrawing part of the plots for the needs of the municipality.

Since this issue concerned only individual citizens whose seizure, and did not require the presence of other community members, as well as the leadership of the association, then Ilya V. ruled refusal in holding an extraordinary meeting of gardeners and sent this document to the administration.

An administration employee filed a complaint against this decision and went to court with a demand to bring the chairman to disciplinary liability for failure to comply with the procedure for making a decision to convene a meeting.

At the trial, Ilya explained his position, and in the end a decision was made in his favor.

Conclusion

As a result, a number of conclusions can be drawn:

Extraordinary meeting of summer residents is carried out when there is a need for such a procedure and the community board has received a corresponding proposal.

Such an application can be submitted by community members (at least a fifth of the total), auditors, control commissions, and the settlement administration.

Chairman no later seven days period after receiving the initiative, it can make a positive or negative decision. Regardless of this, summer residents and persons who made an offer are notified in the standard manner, within the period specified by law.

In the case when it comes to re-election of the board, no decision is required and the summer residents have the right to hold an extraordinary meeting and elect a new board at it themselves.

Grounds for refusal to organize a meeting may be violation of the procedure for making a proposal. If such a decision is made, the person contacting the board is notified accordingly and receives an explanation of the reasons for the decision.

When the decision to convene an extraordinary meeting has already been made, summer residents and gardeners are notified in the manner prescribed in the organization’s charter. This could be a postal item, a media announcement, or an announcement on information boards. IN notification letter the date, place and time of the event are indicated. The topics that will be discussed at the meeting are also listed.

The procedure for holding a meeting provides for the selection of a working body and recording of all issues in a special act - a protocol.

Decisions on all agenda items are made through quorum counting and voting. All remarks and mandatory information are included in the minutes of the extraordinary meeting of participants.

The most popular questions and answers to them regarding the extraordinary meeting of the gardening (dacha) partnership

Question: Hello, Oleg Alexandrovich writes to you. Today I am a summer resident and a member of a partnership. The current situation in our association is such that more than half of the participants suspect the chairman and board of fraud.

Tell me, do we have the right to re-elect these bodies on our own, and what is necessary for this? Will the decision be valid if we hold an extraordinary convocation of participants without the participation of these persons? Thanks in advance.

Answer: Hello. According to Art. 21 Federal Law No. 66 dated 04/15/1998, an extraordinary meeting of summer residents can be organized in the case when it is received proposal from auditors, the control commission, other bodies, as well as at least a fifth (in accordance with) from all summer residents. After this, the board makes a decision to hold the event or refuse to organize it, indicating the reasons.
In the event that the question concerns removal of powers from the board and the selection of new leadership, no decision is required, and you can hold the meeting yourself, after notifying the community members of this and electing a new board at the meeting itself. As for eligibility, since this option is provided for by law, the decisions you make will be absolutely legal and valid, regardless of whether the chairman was present at the meeting or not.

List of laws

Samples of applications and forms

You will need the following sample documents:

An extraordinary general meeting of participants in a limited liability company is held in cases determined by the company's charter, as well as in any other cases if the interests of the company and its participants require holding such a general meeting (Clause 1, Article 35 of the Federal Law “On LLC”).

An extraordinary general meeting of the company's participants is convened by the executive body of the company on its initiative, at the request of the board of directors (supervisory board) of the company, the audit commission (auditor) of the company, the auditor, as well as the company's participants holding in the aggregate no less than one tenth of the total number of votes of the participants society.

If a different procedure for familiarizing the company's participants with information and materials is not provided for by the company's charter, the body or persons convening the general meeting of the company's participants are obliged to send them information and materials along with a notice of the general meeting of the company's participants, and in the event of a change in the agenda, the relevant information and materials are sent along with notification of such change.

The specified information and materials must be provided to all company participants for review at the premises of the executive body of the company within thirty days before the general meeting of the company’s participants. The company is obliged, at the request of a company participant, to provide him with copies of these documents. The fee charged by the company for providing these copies cannot exceed the costs of their production.

The company's charter may provide for shorter periods than those specified in Art. 36 Federal Law “On LLC”.

In case of violation of Art. 36 of the Federal Law “On LLC” of the procedure for convening a general meeting of company participants, such a general meeting is recognized as competent if all participants of the company participate in it.