Russian commercial entities (LLCs, JSCs) are obliged to hold ordinary meetings of participants/shareholders once a year. This meeting must specifically include the approval of the company's annual financial results.
- In Russian Limited Liability Companies (LLCs), the meeting must be held in the period from March 1 to April 30, 2026.
- In Russian Joint Stock Companies (JSCs), the meeting must be held in the period from March 1 to June 30, 2026.
The procedure for convening and holding the meeting (including remote formats) is regulated by the company's charter and the provisions of the Russian Federation legislation. Please note that the general rule requires a notice period of at least 30 days to inform participants about the scheduled meeting. Based on the meeting results, a protocol (or the decision of the sole participant) shall be formed. If the charter provisions are violated during the convening or holding of the participants' meeting, other participants may file a lawsuit to invalidate the decision.
Participation in the ordinary meeting is an obligation of the participants. Violation of this duty may, under certain circumstances, even constitute grounds for excluding a participant from the company. Participants may be represented by a proxy holder.
The agenda of the participants' meeting typically includes the approval of the annual results, as well as the approval and distribution of net profit (or carryforward of losses), approval of development plans for upcoming periods, and decision-making regarding the company's governing bodies. The distribution of the approved profit to participants must, by law, be made within 60 days after the decision is made.
Currently, restrictions on profit distribution in favor of participants from "unfriendly countries" remain in effect. The maximum amount of dividend payouts without obtaining permission from the Government Commission on Foreign Investments is 120 million rubles per year. For amounts exceeding this, a permit is required, which is currently granted only in rare cases.
We would be happy to support you in preparing and conducting your participants' meeting on all legal and tax matters. You can contact us via email at ekaterina.kabanova@bbpartners.de or thomas.brand@bbpartners.de.