On September 1, 2013, the general requirements for the holding and execution of decisions of meetings of commercial and non-commercial organizations and other participants in the civil law community came into force (Chapter 9.1. Civil Code of the Russian Federation). In this regard, there is a need to schematically describe the main steps required to draw up minutes of general meetings under the new rules.
We compare the general and specific norms of the current legislation in relation to the type of meeting to be held. According to paragraph 1 of Article 181.1 of the Civil Code, if other regulatory legal acts (for example, for joint-stock companies, such is the law of the same name) set requirements that differ from those specified in Chapter 9.1. Civil Code of the Russian Federation, the norms of special legislation take precedence over the general norms of civil law.
We are preparing for the general meeting:
- we define the agenda, as well as the date, place, time and form of the meeting;
- we establish the procedure for familiarization with information (materials) on the issues of the upcoming agenda;
- notify shareholders (participants) of the procedure for holding the meeting;
- we take other actions necessary for the meeting.
We hold a general meeting and draw up its results in the form of minutes. This document, as a minimum, must comply with the requirements established by article 181.2. Of the Civil Code of the Russian Federation, as well as, if necessary, be based on the legal norms of other laws that govern the relevant legal relationship.