Extraordinary general meeting. Extraordinary general meeting of LLC

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 participants of the company 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 cost 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.

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As I mentioned above, there are two types of general meetings - a general meeting of shareholders and an extraordinary general meeting. The decision to convene an extraordinary general meeting of shareholders is made by the board of directors (supervisory board) either on its own initiative or at the request of the audit commission (auditor), the company's auditor, as well as the shareholder (shareholders) who owns at least 10% of the voting shares of this joint stock company on the date of presentation of the request for convocation. The initiative to convene a general meeting may come from the executive body of the company, but its implementation depends on the discretion of the board of directors (supervisory board).

The form of holding an extraordinary meeting - joint presence or absentee voting - is established by a decision of the board of directors (supervisory board), except for cases when holding a meeting in a certain form is required by the above-mentioned persons authorized to convene the meeting. A company with more than one thousand shareholders - owners of voting shares, as a rule, is not able to organize a general meeting with the presence of all shareholders, but by conducting absentee voting it is impossible to make decisions on the following issues:

1) election of members of the board of directors (supervisory board) and the audit commission;

2) approval of the company’s annual report, balance sheets, profit and loss accounts, distribution of profits;

3) approval of the company's auditor.

Exit is possible using a mixed form of holding a meeting - voting ballots are sent to all shareholders who have the right to participate in the general meeting, but they can exercise their right to vote in absentia or take part in the meeting. For absentee voting (by polling shareholders), the board of directors (supervisory board) of the company must establish the form and text of the voting ballot, the dates of issue and acceptance of ballots, as well as a list of materials that should be sent to shareholders for decision-making.

If an extraordinary general meeting is convened not at the initiative of the board of directors (supervisory board), but at the request of authorized persons (audit commission (auditor), auditor of the company, as well as shareholder (shareholders) who owns at least 10% of the voting shares of this joint stock company on the date of presentation of the request for convening), must be carried out within 40 days from the date of submission of the relevant request. Before the adoption of the Federal Law of August 7, 2001, a period of 45 days was provided, but sometimes the courts unreasonably agreed with the plaintiffs’ demands for longer periods. Thus, by the decision of the Federal Arbitration Court of the Moscow District dated July 25, 2001 (case No. KG-A41/3694-01 Resolution of the Federal Arbitration Court of the Moscow District dated July 25, 2001 (case No. KG-A41/3694-01) SPS “GARANT” .) it was established that Atlant CJSC appealed to the Arbitration Court of the Moscow Region to Elektrostal Heavy Engineering Plant OJSC with a claim to recognize the refusal of the Board of Directors of EZTM OJSC to convene an extraordinary meeting of shareholders as unlawful and to approve the plaintiff’s decision to independently hold an extraordinary general meeting of shareholders. Before the decision is made, the plaintiff, in accordance with Art. 37 APC RFSt.37. Arbitration Procedural Code of the Russian Federation. M.: JSC “Slavic House of Books,” 2002-320 p. changed the subject of his demands, in connection with which he asks to recognize the refusal of the Board of Directors of EZTM OJSC to convene an extraordinary meeting of shareholders as illegal and to oblige EZTM OJSC to hold an extraordinary general meeting of shareholders with the agenda proposed by the plaintiff, no later than 60 days from the date of the court’s decision solutions. By the decision of March 16, 2001, upheld by the appellate ruling of the same court dated May 16, 2001, the claim was satisfied. The cassation court overturned the previous decisions and drew the attention of those involved in the case to the fact that, in accordance with paragraph 1 of Art. 55 of the Law on JSC, the convening of an extraordinary general meeting of shareholders is carried out no later than 45 days from the date of submission of the request to hold an extraordinary general meeting of shareholders. The plaintiff submitted a demand that the defendant be obliged to hold an extraordinary general meeting of shareholders no later than 60 days from the date of the decision of the arbitration court.

The specified period (40 days) is extended to 70 days if the agenda of the meeting includes the issue of electing members of the board of directors (supervisory board) by cumulative voting. But in the latter case, the charter of the company may establish a shorter period. The rule that a shareholder (shareholders) owning at least 10% of voting shares has the right to demand the convening of a general meeting of shareholders was established in order to protect the interests of the minority, and the board of directors (supervisory board) is obliged to comply with this requirement to organize the holding of the meeting no later than the specified above deadlines.

In cases where the board of directors (supervisory board) is obliged to make a decision on convening an extraordinary meeting, namely:

1) when the number of members of the board of directors (supervisory board) of the company becomes less than the number constituting a quorum;

2) if the formation of executive bodies is carried out by a general meeting of shareholders, the company’s charter may provide for the right of the board of directors (supervisory board) of the company to decide to suspend the powers of the sole executive body of the company (director, general director). The company's charter may provide for the right of the board of directors (supervisory board) of the company to make a decision to suspend the powers of the management organization or manager. Simultaneously with these decisions, the board of directors (supervisory board) of the company is obliged to make a decision on the formation of a temporary sole executive body of the company (director, general director). On holding an extraordinary general meeting of shareholders to resolve the issue of early termination of the powers of the sole executive body of the company (director, general director) or the management organization (manager) and on the formation of a new sole executive body of the company (director, general director) or on the transfer of powers of the sole executive body company (director, general director) management organization or manager. the board of directors (supervisory board) of the company is obliged to make a decision on holding an extraordinary meeting.

In these cases, the extraordinary meeting must be held within 40 days from the date of the decision. With the exception of convening an extraordinary meeting to elect members of the board of directors (supervisory board) by cumulative voting, such a meeting must be held within 70 days from the date of adoption of the decision, unless a shorter period is provided for by the company's charter.

The requirement to convene a general meeting of shareholders includes issues to be submitted for decision at an extraordinary meeting. For each of the questions raised, formulations of solutions can be proposed. The request to hold a general meeting may indicate the form of its holding - a meeting or absentee voting. In the process of preparing an extraordinary general meeting of shareholders, the board of directors (supervisory board) does not have the right to make changes to the wording of these issues. The legislator does not determine exactly what issues can be proposed for discussion and decision at the extraordinary meeting. It should be assumed that these can be any issues within the competence of the general meeting. But the Law on JSC names the issues that should be the subject of discussion at the next (annual) general meeting of shareholders. Art. 47 Federal Law of December 26, 1995 N 208-FZ “On Joint Stock Companies” (as amended on June 13, 1996, May 24 1999, August 7, 2001, March 21, October 31, 2002, February 27, 2003) Collection of laws of the Russian Federation 2003..

At the same time, the legislator stipulates

that the determination of the quantitative composition of the board of directors (supervisory board) of the company, the election of its members and the early termination of their powers is included in the competence of the general meeting of shareholders, as well as the election of members of the board of directors (supervisory board) and the early termination of their powers. It is not explained whether this issue should be considered only at the annual meeting, or whether this can also be done at an extraordinary meeting. It is difficult to imagine that the approval of annual reports, balance sheets, profit and loss accounts of a joint stock company, and the distribution of its profits and losses will be carried out at an extraordinary meeting. However, a review of decisions made at the annual general meeting due to newly discovered material circumstances is quite possible at the request of the company’s auditor, at the request of the audit commission (auditor), and at the request of the shareholders (shareholder).

Also, the convening of an extraordinary general meeting may be requested by a shareholder (shareholders) owning 10% of voting shares. An application to convene an extraordinary meeting issued by a shareholder (shareholders) must contain an indication of the number and categories (types) of shares that he (they) own in order to justify the right to demand a convocation, which gives ownership of 10% of the voting shares of a given joint stock company.

If there is a request to convene an extraordinary meeting, the board of directors (supervisory board) of the joint stock company is given 5 days to evaluate the presented request to convene an extraordinary general meeting and make a decision to satisfy this request or to refuse it. If the chairman of the board of directors (supervisory board) does not take measures to convene a meeting, persons demanding convening can contact any member of the board so that the meeting of the board is convened and the issue of holding the meeting is resolved (convening a meeting is possible at the request of a board member directors). With all this, the board of directors has the right to refuse to convene an extraordinary meeting. The board of directors (supervisory board) has the right to refuse to convene an extraordinary general meeting of shareholders only on a limited list of grounds, namely if:

1) the procedure for submitting a request for convening has not been followed;

2) the shareholder (shareholders) requesting the convocation does not own the required number of voting shares;

3) the issues proposed for consideration do not fall within the competence of the general meeting of shareholders;

4) the proposed question does not comply with the requirements of the law.

Failure to comply with the procedure for submitting a claim may, for example, consist in the fact that during the verification of the stated claim it turned out that among the 10% of shares held by the applicant shareholders, a certain part consists of preferred shares that do not give voting rights.

The above-mentioned persons authorized to demand the convening of an extraordinary general meeting of shareholders are ensured by imposing on the board of directors (supervisory board) the obligation to justify their refusal to convene a meeting, which must be communicated to the applicants no later than three days “from the moment” (more precisely - “ from the date") of its adoption. It cannot be considered a violation if a reasoned refusal is sent by registered mail with a long delivery time because... The legislator does not indicate the way in which it should be directed. It is also permissible to use other methods of notifying applicants about the refusal to convene a meeting (fax, e-mail via the Internet). It is only important that in the affairs of the company the fact of timely sending of the notice is recorded.

The decision to refuse can be appealed in court. Are only the persons who demanded the convening of an extraordinary meeting entitled to file a complaint with the court against the decision of the board of directors (supervisory board)? It should be assumed that such a complaint can be filed by any shareholder, member of the audit commission, or auditor of the joint-stock company. The complaint is filed in non-claim proceedings. Meteleva Yu.V. General meeting of shareholders: its role and the possibility of shareholders influencing decisions made // Economy and Law. - 2001. - No. 6.

If the board of directors (supervisory board) misses the deadline allotted for making a decision on convening an extraordinary general meeting of shareholders or refusing to convene it, the persons who demanded the convening of the meeting have the right to organize the convening and holding of the general meeting independently. In this case, these persons enjoy all the powers necessary to convene and hold a general meeting. Costs incurred by the persons who convened the meeting may be reimbursed to them from the company's funds, if such is the decision of the general meeting of shareholders. But the general meeting may not approve of the actions of the initiators of its holding. The reasons for this can be quite varied, for example, shareholders will come to the conclusion that the issues submitted for consideration are not significant for the activities of the joint-stock company or their decision could wait until the annual meeting. In these cases, the costs of holding an extraordinary meeting will be borne by the persons who organized it. Article-by-article scientific and practical commentary of part two of the Civil Code of the Russian Federation (as amended and supplemented as of May 1, 2001) (as amended by Federal Laws of August 12, 1996 N 110 -FZ, dated October 24, 1997 N 133-FZ, dated December 17, 1999 N 213-FZ) (Erdelevsky A.M.) - Agency (JSC) "Library RG", M., 2001-260 p. .

Protecting the interests of minority shareholders, incl. and by giving them the right to demand the convening of a general meeting of shareholders when they consider it necessary for the benefit of the joint-stock company, provided for by the legislation of foreign states.Lunts L.A. Essays on private international law M., 1983. P. 113.. In accordance with 122 of the Shareholders' Law of the Federal Republic of Germany, the right to demand the convening of a general meeting belongs to shareholders whose participation in the main (authorized) capital of the company is at least one twentieth part (5%) of the size of this capital. The request is submitted in writing to the board of directors of the joint stock company, indicating the purpose and grounds for convening. By the company's charter, the required amount of the applicants' total participation in the fixed capital may be reduced to less than 5%. The applicants have the right to appeal the refusal of the board to convene a meeting in court. In this case, the court authorizes these shareholders to convene a meeting and may itself appoint the chairman of the general meeting. The costs associated with holding a general meeting in this situation are borne by the joint-stock company, since there is no reason to assign costs to the applicant shareholders (the court has already verified and confirmed the fairness of their demands to convene a general meeting). The right to demand the convening of an extraordinary general meeting is also exercised, according to Art. 400 of the Code of Trade Partnerships of the Republic of Poland Lunts L.A. Essays on private international law M., 1983. P. 109, shareholders representing at least one tenth of the authorized capital, although the specified amount may be reduced by the charter. If the board of a joint stock company refuses to convene a meeting or if it is not convened within two weeks from the date of the request for convening, the registry court allows the applicants to convene the meeting and appoints its chairman (Article 401 CTT).

There are two types of general meetings - the general meeting of shareholders and the extraordinary general meeting. The decision to convene an extraordinary general meeting of shareholders is made by the board of directors (supervisory board) either on its own initiative or at the request of the audit commission (auditor), the company's auditor, as well as the shareholder (shareholders) who owns at least 10% of the voting shares of this joint stock company on the date of presentation of the request for convocation. The initiative to convene a general meeting may come from the executive body of the company, but its implementation depends on the discretion of the board of directors (supervisory board).

1) election of members of the board of directors (supervisory board) and the audit commission;
2) approval of the company’s annual report, balance sheets, profit and loss accounts, distribution of profits;
3) approval of the company's auditor.

In cases where the board of directors (supervisory board) is obliged to make a decision on convening an extraordinary meeting, namely:

1) when the number of members of the board of directors (supervisory board) of the company becomes less than the number constituting a quorum;
2) if the formation of executive bodies is carried out by a general meeting of shareholders, the company’s charter may provide for the right of the board of directors (supervisory board) of the company to decide to suspend the powers of the sole executive body of the company (director, general director). The company's charter may provide for the right of the board of directors (supervisory board) of the company to make a decision to suspend the powers of the management organization or manager. Simultaneously with these decisions, the board of directors (supervisory board) of the company is obliged to make a decision on the formation of a temporary sole executive body of the company (director, general director). On holding an extraordinary general meeting of shareholders to resolve the issue of early termination of the powers of the sole executive body of the company (director, general director) or the management organization (manager) and on the formation of a new sole executive body of the company (director, general director) or on the transfer of powers of the sole executive body company (director, general director) management organization or manager. the board of directors (supervisory board) of the company is obliged to make a decision on holding an extraordinary meeting.

1) the procedure for submitting a request for convening has not been followed;
2) the shareholder (shareholders) requesting the convocation does not own the required number of voting shares;
3) the issues proposed for consideration do not fall within the competence of the general meeting of shareholders;
4) the proposed question does not comply with the requirements of the law.

If the board of directors (supervisory board) misses the deadline allotted for making a decision on convening an extraordinary general meeting of shareholders or refusing to convene it, the persons who demanded the convening of the meeting have the right to organize the convening and holding of the general meeting independently. In this case, these persons enjoy all the powers necessary to convene and hold a general meeting. Costs incurred by the persons who convened the meeting may be reimbursed to them from the company's funds, if such is the decision of the general meeting of shareholders. But the general meeting may not approve of the actions of the initiators of its holding. The reasons for this can be quite varied, for example, shareholders will come to the conclusion that the issues submitted for consideration are not significant for the activities of the joint-stock company or their decision could wait until the annual meeting. In these cases, the costs of holding an extraordinary meeting will be borne by the persons who organized it. Protecting the interests of minority shareholders, incl. and by giving them the right to demand the convening of a general meeting of shareholders when they consider it necessary for the benefit of the joint-stock company, provided for by the legislation of foreign countries.

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Decision to hold an extraordinary meeting of a 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 meeting is convened. 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 is 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 by counting quorum 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 election 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:

If the LLC has several participants, then to resolve some issues (the grounds are approved when the company is created) it is necessary to hold a meeting. An extraordinary meeting of LLC participants must be held in compliance with all required rules; only in this case can disputes and misunderstandings between the founders be avoided. Today we will consider all the nuances of convening and holding an event.

Who notifies participants about the meeting and how?

The list of issues that can be resolved at the enterprise only after a meeting is stipulated in the charter. This is required by paragraph 1 of Art. 35 of Federal Law No. 14-FZ. In addition to the main topic, other matters that directly relate to the interests of the enterprise can be discussed at the meeting.

To hold an event, the executive body of the LLC is obliged to notify its participants about the planned convening (Clause 2 of Article 35 No. 14-FZ).

To hold an event, the executive body of the LLC is obliged to notify its participants.

These rights belong to:

Executive body of LLC.
Board of Directors.
Enterprise auditors.
Other participants owning more than 1/10 of the authorized capital.

The convening of a meeting begins with the registration of a demand, which is transmitted directly to the LLC participants. If it is not possible to hand over the form in person, you can send it by mail. In this case, it is better to insure yourself with a notification of receipt. A request to hold a meeting must contain the following information:

Information about the LLC participant and his share in the authorized capital.
Date and time of the meeting.
Agendas.

The form must be signed and stamped.

Within 5 days after receiving a request from the initiators to hold a meeting, a decision is made to hold it or reject it. The decision has the right to be made not only by the executive body, but also by the board of directors. There is no standardized form for the resolution, but it must contain the necessary information regarding the meeting.

The law provides several reasons why an event can be refused:

The procedure for serving demands was not followed (or was not fully followed).
The issues proposed for resolution are contrary to the law.

In other cases, judicial authorities may declare the refusal to hold an assembly illegal.

A meeting may be refused only in specified cases. Otherwise, the refusal is declared illegal by the court.

After a positive decision is made, it is necessary to notify the participants of the meeting. To do this, a notification is issued and sent to all participants no later than 30 days in advance (Clause 1, Article 36 No. 14-FZ).

Each participant, after receiving the notification, has the right to familiarize himself with the forms of documents and reports necessary to make a decision, and make additional proposals for inclusion on the agenda (Clause 3 of Article 36 No. 14-FZ). This must be done no later than 15 days before the meeting.

An extraordinary general meeting is held no later than 45 calendar days after the decision is made.

Basic rules for holding a meeting

The event is regulated by federal law. All founders arriving at the meeting must undergo registration (Clause 2, Article 37 No. 14-FZ). It is better to establish the procedure for registration in the charter of the enterprise, since this process is not clearly regulated by law.

Once registration is completed, the meeting opens with a notification announcing the start of the process. Next, the chairman of the meeting is elected by voting from among those present (Clause 5, Article 37 No. 14-FZ). When the preparatory stages are completed, they move directly to solving the issues on the agenda.

Please note that if there is no quorum at the meeting (the minimum number of participants to make a decision), the decisions made at the meeting are considered illegitimate.

All proposals at the meeting are adopted by voting (Clause 10, Article 37 No. 14-FZ).

Documentation of meeting results

The results of the meeting are documented in minutes, which are kept by the secretary throughout the entire event (Article 181.2 of the Civil Code of the Russian Federation).

No later than 10 days after the end of the meeting, copies of the minutes are sent to all participants. The original document is filed in a book, from which an extract can be made at the request of any participant.

Compliance with the procedure for an extraordinary meeting is mandatory, since failure to comply with the requirements may become grounds for invalidating the provisions. Including in court, if disputes between members of the company’s management go to this level.