1. The General Meeting of Shareholders is valid (has a quorum) if it was attended by shareholders who collectively own more than half of the votes of the company’s outstanding voting shares.
Shareholders who registered to participate in it, including those indicated in the notice of holding, are considered to have taken part in the general meeting of shareholders. general meeting shareholders website on the Internet information and telecommunications network, as well as shareholders whose ballots were received or whose electronic form of ballots was filled out on the website indicated in such a message on the Internet information and telecommunications network no later than two days before the date of the general meeting of shareholders.
Shareholders whose ballots have been received or whose electronic form of ballots have been filled out on the website specified in the notice of the general meeting of shareholders on the Internet before the deadline for accepting ballots are considered to have taken part in a general meeting of shareholders held in the form of absentee voting.
Shareholders who, in accordance with the rules of law, are also considered to have taken part in the general meeting of shareholders Russian Federation O securities gave the persons keeping records of their rights to shares instructions (instructions) on voting if messages about their expression of will were received no later than two days before the date of the general meeting of shareholders or before the deadline for accepting ballots when holding a general meeting of shareholders in the form of absentee voting.
2. If the agenda of the general meeting of shareholders includes issues on which voting is carried out different composition voting, the determination of the quorum for making decisions on these issues is carried out separately. At the same time, the absence of a quorum for making decisions on issues on which voting is carried out by one set of voters does not prevent the adoption of decisions on issues on which voting is carried out by another set of voters, for which a quorum is available.
3. If there is no quorum for holding an annual general meeting of shareholders, a repeat general meeting of shareholders must be held with the same agenda. If there is no quorum to hold an extraordinary general meeting of shareholders, a repeat general meeting of shareholders may be held with the same agenda.
A repeated general meeting of shareholders is valid (has a quorum) if it was attended by shareholders holding in aggregate at least 30 percent of the votes of the company's outstanding voting shares. The charter of a company with more than 500 thousand shareholders may provide for a smaller quorum for holding a repeat general meeting of shareholders.
Notification of a repeat general meeting of shareholders is carried out in accordance with the requirements of Article 52 of this Federal Law. In this case, the provisions of paragraph two of paragraph 1 of Article 52 of this Federal Law do not apply. The delivery, direction and publication of voting ballots during a repeat general meeting of shareholders are carried out in accordance with the requirements of Article 60 of this Federal Law.
4. When holding a repeated general meeting of shareholders less than 40 days after the failed general meeting of shareholders, persons entitled to participate in such general meeting of shareholders are determined (recorded) on the date on which the persons entitled to participate in the meeting were determined (recorded). failed general meeting of shareholders.
5. If there is no quorum to hold an annual general meeting of shareholders based on a court decision, no later than 60 days later a repeat general meeting of shareholders must be held with the same agenda. In this case, no additional application to the court is required. A repeated general meeting of shareholders is convened and held by a person or body of the company specified in the court decision, and if the specified person or body of the company does not convene the annual general meeting of shareholders within the period specified by the court decision, the repeated meeting of shareholders is convened and held by other persons or a body of the company who apply with a claim to the court, provided that these persons or a body of the company are indicated in the court decision.
If there is no quorum to hold an extraordinary general meeting of shareholders based on a court decision, a repeat general meeting of shareholders will not be held.
Failure to register participants in the general meeting (lack of a list of persons participating in the meeting)
All business companies (hereinafter referred to as the company), in the course of their activities, hold regular and extraordinary general meetings of participants, at which issues related to the activities of the company are resolved. When holding general meetings of company participants (hereinafter referred to as the general meeting), mistakes are often made that can lead to the court declaring the decisions of the general meeting invalid.
The general meeting is supreme body management of the company. In cases and in the manner provided for by the Law of the Republic of Belarus dated December 9, 1992 No. 2020-XII “On Business Societies” (hereinafter referred to as the Law on Business Societies) and the charter of the company, regular and extraordinary general meetings are convened and held. Based on the results of the general meeting, no later than 5 days after its closure, a protocol is drawn up, which records all the decisions made at the general meeting.
The obligation to hold general meetings is provided for by law only for regular general meetings, which must be held at least once a year (annual general meeting), within the period established by the charter (part two of Article 36 of the Law).
Note!
Despite the fact that the legislation does not directly contain an obligation to hold extraordinary general meetings, it may logically follow from the essence of the issue on which a decision needs to be made.
In this case, failure to hold an extraordinary general meeting will lead to failure to make a decision on the necessary issue or to the conclusion of a transaction, for example, by the director of the company, beyond the scope of his competence, which may lead to a challenge to this transaction and Negative consequences in the activities of society.
Next we will consider typical mistakes that occur in practice during general meetings.
Failure to comply with the procedure for convening and holding a general meeting
General meetings are convened and held by the authorized body of the business company, as well as in cases established by the Law, other bodies of this company or participants requiring the convening of an extraordinary general meeting of participants of the business company (part five of Article 36 of the Law).
Such authorized bodies of a business company can be, in particular, in an LLC (ALC):
. executive body (part one of Article 108 of the Law);
. board of directors (supervisory board) (part two of Article 108 of the Law);
. participants (participant) having in the aggregate no less than 10% of the votes of the total number of votes of the participants of this company, unless a smaller number of votes is provided for by its charter (part three of Article 108 of the Law).
Persons entitled to participate in the general meeting are notified of the decision made to hold a general meeting of participants of the business company by the authorized body of the business company at least 30 days before the date of its holding, unless the charter provides for a shorter period or another period established by parts two and fourth article 39 of the Law (part one of article 39 of the Law).
Failure to comply with the procedure for convening and holding a general meeting can be considered a violation of a technical nature, the consequences of which will depend on the fact that all members of the company who have the right to participate in the meeting participate in the meeting. If, as a result of non-compliance with the procedure for convening, in particular, due to improper notification of the meeting, one of the participants was not present and the decision made violates his rights and (or) legitimate interests, then this participant has the right to challenge such a decision in court, while the likelihood of satisfying such the claim will be significant.
Failure to register participants in the general meeting (lack of a list of persons participating in the meeting)
When a general meeting is held in person and in mixed forms (applies to participants present at the place where the meeting is held), those who have registered to participate in it are considered to have taken part in the general meeting (part one of Article 43 of the Law). The list of persons registered to participate in the general meeting must contain the signatures of these persons and be attached to the minutes of the general meeting. Persons who are not registered are not entitled to take part in voting.
Often in practice, the minutes of the general meeting are signed only by the chairman of the general meeting. In this case, in the absence of a list of persons registered to participate in the general meeting, doubts arise about the actual participation of the person in the general meeting and voting on the decisions taken. IN in this case the decision of the general meeting may be declared invalid by the court.
When holding a general meeting in full-time During the registration process, documents confirming the authority to participate in it are checked, and, accordingly, failure to register participants in the general meeting may lead to the participation in it of a person not authorized to speak on behalf of the participant. This may ultimately lead to a decision being made in the absence of a quorum to hold the meeting and/or make a decision.
Making a decision in the absence of a quorum for holding a meeting and (or) making a decision
The general meeting is recognized as competent (has a quorum) if its participants have in the aggregate more than 50% of the votes of the total number of votes belonging to the company's participants, unless the company's charter provides for a quorum of a larger number of votes (part two of Article 43 of the Law). In the absence of the established quorum, the annual general meeting must be held, and the extraordinary general meeting can be held again with the same agenda. A repeated general meeting has a quorum if its participants have in the aggregate more than 30% of the votes of the total number of votes, unless the charter of the company provides for a quorum of a larger number of votes (part two of Article 43 of the Law). In the absence of a quorum, the general meeting does not have the right to make decisions on issues on the agenda.
As for the procedure for making decisions, the general rule is a simple majority (more than 50%) of the persons who took part in this meeting, with the exception of cases provided for by the Law and the charter of the company, when a qualified majority of the number of votes of these persons is required to make decisions on certain issues or from the total number of votes of the company's participants, or when the decision by the specified persons or all the company's participants is made unanimously.
WITH practical point From view, it is important to find and analyze those issues on which decisions can be made by a quorum different from the usual one. Here it is necessary to note the provision of the Law that if the agenda of the general meeting includes issues on which voting is carried out by different composition of voters, to make a decision on these issues, the quorum is determined separately. At the same time, the absence of a quorum for making a decision on issues on which voting is carried out by one set of voters does not prevent the adoption of a decision on issues with a quorum, voting on which is carried out by another set of voters.
An example can be given when a new version of the charter or changes to the charter are put to a vote. By general rule for limited liability companies, the quorum for such a decision is at least 2/3 of the total number of votes of the participants of the limited liability company. Accordingly, the quorum at such a meeting must be at least 66% of total number votes, so the decision must be made by these 66%. However, when amendments are made to the charter, the provision of the company’s charter on establishing the procedure for determining the number of votes of participants may also change and be fixed in the new edition that these votes are determined disproportionately to the participant’s share in the authorized capital. Moreover, according to part one of Article 109 of the Law, such a decision is made by all participants unanimously and requires a quorum of 100%. Accordingly, when a charter with such a provision is approved by a qualified majority of votes, the quorum for making a decision on a specific issue and, in general, the declaration that all legal requirements were met when adopting the charter, which in turn is confirmed when registering the charter, will be violated.
In addition, decisions made in the absence of a quorum of the general meeting may be declared invalid by the court.
Lack of projects approved at the general meeting
The minutes of the general meeting are signed with each page endorsed, including the decisions attached to the minutes (part two of Article 47 of the Law). This provision, according to the author, means that the draft documents approved at the general meeting (charter, contract with the director, etc.) must be attached to the minutes and signed in the same way as the minutes, on each page. The absence of draft documents approved at the general meeting as appendices to the minutes, as well as signatures on it, may indicate non-approval of these documents by the general meeting.
Let us note that the Law, as well as other acts of legislation, do not establish requirements for the design of the last page of the company’s charter; accordingly, for registration, the draft charter in the new edition can only be signed by the director or the chairman of the general meeting. In this case, proof that this is exactly the charter that was approved by the general meeting, and the very fact of its approval, will be precisely the draft that was attached to the minutes and properly endorsed. The absence of this annex may give rise to further disputes about which charter was approved and which was registered, and create the ground for abuse of law.
Failure to include all essential conditions deals
The general meeting makes a decision on concluding transactions, the decision-making on which is within the competence of the general meeting by law and (or) the charter of the company. In particular, we are talking about large transactions and transactions with the interests of affiliated persons of the company (part three of Article 58 and part two of Article 57 of the Law).
We believe that the decision to enter into a transaction must indicate the terms of such a transaction, which are defined by law as essential for transactions of this type, as well as other terms of the transaction as decided by the general meeting. If all the essential terms of a transaction are not approved by the general meeting, its corporate approval may be considered improper and the transaction may subsequently be challenged.
Conducting a general meeting in an inappropriate form
The legislation provides for in-person, mixed and absentee forms of general meetings. The choice of the form for holding a general meeting depends on the absence of restrictions by law and (or) the company’s charter on holding general meetings in a certain form on certain issues, as well as the possibility of the presence of all or some participants at the location of the general meeting.
Thus, in accordance with part five of Article 45 of the Law, the annual general meeting cannot be held in absentia, since at the annual general meeting a decision is made on the election of members of the supervisory board, members of the audit commission (auditor), approval of annual reports, annual accounting (financial ) reporting of the company and distribution of its profits and losses. The charter may also provide for other issues, decisions on which are made by holding a general meeting in person or in person and in mixed forms.
A decision of a general meeting held in an improper form may be declared invalid in court.
Making decisions on issues not included on the agenda
According to Article 44 of the Law, the general meeting does not have the right to make decisions on issues not included in the agenda of this meeting, as well as to change its agenda, with the exception of unanimous decision-making by the general meeting, in which all persons entitled to participate in the meeting take part. this general meeting, unless otherwise provided by the charter.
Accordingly, as a general rule, unless otherwise provided by the company’s charter, decisions on issues not included in the agenda can be made only if all persons entitled to participate in the meeting are present at the meeting, and they all voted “for” unanimously. Otherwise, the decision of the general meeting may be challenged in court.
However, we would like to emphasize that the charter can amend this provision and stipulate that the general meeting has the right to make decisions on issues not included in the agenda of this meeting, as well as change its agenda. This, on the one hand, can abolish the technical side of organizing general meetings, on the other hand, lead to the abuse of their rights by persons participating in the general meeting, who will have the right to submit for consideration of the general meeting issues that were not initially stated on the agenda and, accordingly, unknown to the persons in advance who for one reason or another are not present at the general meeting (although they would have been present if they knew that “pre-announced” issues would be considered).
Innovations in the procedure for declaring the decisions of the general meeting invalid by the court
All of the above errors can one way or another lead to the court declaring the decisions of the general meeting invalid.
Thus, part seven of Article 45 of the Law establishes that a decision of the general meeting, taken in violation of the requirements of the Law and other legislation or the charter of the company and violating the rights and (or) legitimate interests of a participant (former participant) of this company, can be challenged in court by a participant of the company (former member).
Note!
As an addition, from January 26, 2016, the Law enshrined the provision that the court has the right, taking into account all the circumstances of the case, to uphold the contested decision if the vote of a participant (former participant) of the company could not influence the voting results or the execution of the decision did not entail entails causing losses to a participant (former participant) of the company or if the occurrence of other adverse consequences for him and the violations committed are not significant.
This provision confirms the judicial practice that had developed by this time that in order to invalidate the decisions of a general meeting, a formal violation of the procedure for holding a general meeting is not enough, but it is also important that there is a violation of the rights and (or) legitimate interests of a participant (former participant) of the company.
Prepared specifically for APS "Business-Info"
When holding a meeting, first of all, you need to take into account that in accordance with Article 181.2 of the Civil Code of the Russian Federation, the decision of the meeting is considered adopted if the majority of the meeting participants voted for it and at least fifty percent of the total number of participants participated in the meeting.
For joint stock companies, this provision is also enshrined in Article 58 of the Law “On Joint Stock Companies”: the general meeting of shareholders is valid (has a quorum) if it was attended by shareholders who collectively own more than half of the votes of the company’s outstanding voting shares. If there is no quorum for holding a meeting (both annual and extraordinary), it can be held again with the same agenda.
A repeated meeting of shareholders will be valid if at least 30% of the company’s outstanding voting shares take part in it (clause 3 of Article 58 contains an indication that for joint-stock companies with the number of shareholders of more than 500 thousand, the charter can provide for a quorum of less than 30%. Thus, the charter of these companies can contain any quorum for the competence of a repeated meeting). If a repeated meeting of shareholders is held less than 40 days from the date on which the previous meeting did not take place, persons entitled to participate in the meeting are determined in accordance with the list of persons entitled to participate in the meeting for the previous (failed) meeting. Also, if there is no quorum for holding an annual general meeting of shareholders on the basis of a court decision, no later than 60 days later a repeat general meeting of shareholders must be held with the same agenda (no additional appeal to the court is required). The repeated general meeting of shareholders is convened and held by the person or body of the company specified in the court decision, and if the specified person or body of the company does not convene the annual general meeting of shareholders within the period specified by the court decision, the repeated meeting of shareholders is convened and held by other persons or body of the company who filed a claim in court, provided that these persons or a body of the company are indicated in the court decision.
The situation with extraordinary meetings of shareholders is different: if there is no quorum to hold an extraordinary general meeting of shareholders based on a court decision, a repeat general meeting of shareholders is not held.
In limited liability companies, when determining a quorum, the number of votes is counted from the total number of votes of the company's participants, while in a joint-stock company the number of votes is counted based on the votes provided by voting shares of shareholders participating in the meeting.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting group"Alpine Wind" provides corporate and legal services, including:
Seven mistakes when holding general meetings of LLC participants and JSC shareholders
Most companies (with the exception of those consisting of one participant) face the need to hold general meetings. Regular/extraordinary - all of them must be carried out in compliance established order, deviation from which is fraught with unpleasant consequences.
In today’s material we would like to provide an overview of the seven most common violations during general meetings, leading to the annulment of the results of such meetings.
1-2. Failure to notify participants about the general meeting; notification in violation of the established procedure.
The first place in the list of the most common mistakes during general meetings can be safely given to two violations related to the notification of participants/shareholders about upcoming general meetings:
Failure to notify a participant of a general meeting;
Notification in violation of the established procedure and deadlines.
Examples of similar cases in judicial practice great multitude. Here are some “fresh” judicial acts:
Resolution of the Ninth Arbitration Court of Appeal in case No. A40-17567/2015 dated August 13, 2015: the non-participation of a person in the general meeting of participants of the company, despite the fact that he was not notified of its holding, is an absolute basis for declaring the decision of the general meeting of participants invalid, regardless of whether , what share does this person have in the authorized capital and whether voting could of this person influence the voting results.
Resolution of the Arbitration Court of the Moscow District dated 08/19/2015 in case No. A40-177136/2013, Resolution of the Seventh Arbitration Court of Appeal in case No. A45-25501/2014 dated 08/13/2015, Resolution of the Twelfth Arbitration Court of Appeal in case No. A57-1981/2015 dated 08/17/2015, Resolution of the Ninth Arbitration Court of Appeal in case No. A40-625/15 dated 07/27/2015).
3. Making a decision in the absence of the required quorum.
Laws on LLCs and JSCs establish strict requirements for the number of votes of participants for making several types of decisions: regarding powers executive bodies, increasing the authorized capital, changing the charter and adopting it in a new edition and others important for the fate of any company.
Lack of the required quorum is an absolute basis for cancellation decision taken. However, sometimes decisions are made with obvious disregard for this requirement - either intentionally or through oversight. At the same time, there are also cases when the lack of a quorum for adoption specific solution becomes the result of its actual implementation.
First example - classic case. Resolution of the Twentieth Arbitration Court of Appeal in case No. A23-5902/2014 dated 08/18/2015: The company initiated a general meeting in the form of absentee voting, ballots were sent to all participants (5 participants with 20% shares). After receiving the notice and ballot, one of the participants addressed the Society with a letter of disagreement with holding the general meeting in this form, and a proposal to schedule a general meeting with a modified agenda. The results of the absentee voting were later released. The minutes of the meeting indicate: 100% of participants were registered to participate in the meeting, 60% of votes were “FOR”, the decision was made. The company's charter establishes a quorum for resolving this issue - 75%. The decision of the general meeting was canceled as taken in significant violation of the law and the company's charter.
Another example is non-standard. Resolution of the First Arbitration Court of Appeal in case No. A39-2914/2013 dated 08/10/2015: The company decided to increase the authorized capital by 250,000 rubles: in total there were 4 participants in the company - one voted “against”, two voted “for”, another one was missing. At the same time, the protocol did not define at the expense of which (or which) participants the contribution was being made, its size and composition, the procedure and deadline for making it. No further decisions were subsequently made.
The increase in the authorized capital to the specified amount was carried out through the contribution of one participant, shares in the authorized capital were redistributed, and the changes were registered. However, the decision of the general meeting was declared invalid at the request of an interested participant. Rationale: the actual increase in the authorized capital of the LLC occurred due to the contribution of only one participant, clause 2 of Art. 19 of the Federal Law “On LLC” provides for a unanimous decision on the issue of increasing the authorized capital through the contribution of an individual participant. There was no necessary quorum to make such a decision.
I wonder where the registration authority looked when it formalized the changes in the absence of a clear description of the procedure for making an additional contribution.
4. Making decisions on issues not included in the agenda.
Another common way to include the possibility of cancellation in a decision of a general meeting is to make a decision on an issue that was not initially included on the agenda.
The Civil Code of the Russian Federation and the laws on LLCs and JSCs provide that such a decision will be void, except in cases where all participants of the relevant civil law society took part in the meeting.
Resolution of the Eighteenth Arbitration Court of Appeal in case No. A07-15349/2014 dated 08/05/2015: at the general meeting of the joint-stock company, a decision was made on participation in the authorized capital of the newly created LLC, transfer to authorized capital LLC of real estate owned by a joint stock company. The item on the transfer of property was not included in the agenda items; only the question of joining the LLC was raised. One of the three shareholders was absent from the meeting. Joint-Stock Company referred to the fact that the issue of transferring property to the authorized capital is integral part decisions on participation in an LLC. But the court considered that participation in the creation of a new company certainly does not imply payment for a share in the authorized capital real estate, since it can be paid for with any other property, this issue required approval as a major transaction.
5. Lack of notarization (or certification in another prescribed form).
A relatively new basis for challenging decisions of general meetings has already become widespread. This is not surprising - the requirement for additional confirmation of the composition of participants at the general meeting and the decisions taken at it was only legislated in 2014. It can be assumed that individuals responsible for holding general meetings in LLCs and JSCs still do not know about this innovation and continue to act “the old fashioned way.”
Plenum Supreme Court The Russian Federation clarified that decisions of in-person meetings that are not certified by a notary/person maintaining the register of shareholders and performing the functions of the counting commission/as well as others in an established manner are insignificant.
Judicial practice in such cases is already being formed (Resolution of the Thirteenth Arbitration Court of Appeal in case No. A56-6700/2015 of 08/12/2015) and we can confidently assume that it will continue to form.
6. Improper execution of documents.
It is not enough to properly notify the participants about the upcoming general meeting; it is also necessary to comply with the requirements of the law when registering participants and documenting the results of the general meeting - especially when there is a corporate conflict in the company.
The courts note that the statutory obligation to register persons present at a meeting means the need for written recording, while the obligation to properly document the progress of the meeting lies with the person who convenes it, the burden of proving the circumstances of the presence of a company participant also rests with such a person (Resolution of the Arbitration Court Central District in case No. A62-6607/2014 dated 08/10/2015).
In this case, the cassation court indicated that if there is a corporate conflict in the Company and the applicant denies the fact of presence and voting at the meetings, the signatures of the two remaining participants elected as the chairman and secretary of the meeting cannot be considered as necessary and sufficient evidence of the plaintiff’s presence and participation in the general meeting. The absence of a registration log and signature in the minutes served as grounds for believing that the plaintiff did not actually take part in the general meeting, and the decision was declared invalid.
7. Other errors.
Other shortcomings of general meetings can be cited that lead to their invalidity: making a decision on an issue that is not within the competence of the meeting, contrary to the basics of law and order or morality, lack of authority of the person speaking on behalf of the participant in the meeting, violation of the equality of rights of participants at the meeting. Such errors of general meetings do occur in the practical activities of societies, but they are not as widespread as those described above. Appeals against decisions of general meetings rarely occur on only one basis. As a rule, if there is a violation, it is on several counts.
We can recommend one thing to participants and societies in the process of preparing general meetings - carefully study the requirements regarding the preparation, conduct and registration of results, do not lose sight of details such as signatures, forms, deadlines. Properly executed documents will provide you with invaluable assistance in case of disputes.
Experts law firm“Vetrov and Partners” are ready to advise you on the issues of the company’s charter so that you can take advantage of all the available advantages in the current situation.
We are confident that a clear and humane explanation of the advantages and disadvantages of the options in your situation will only lead to making the right ones management decisions and will have a positive impact on yourbusiness. This will also help protect you from wrong decisions and adverse consequences.
If you liked this material or any of our others, then recommend them to your colleagues, acquaintances, friends or business partners.
Our other useful and interesting materials:
A) ;
1. The General Meeting of Shareholders is valid (has a quorum) if it was attended by shareholders who collectively own more than half of the votes of the company’s outstanding voting shares.
Those who took part in the general meeting of shareholders are considered to be those shareholders who registered to participate in it, including on the website indicated in the notice of the general meeting of shareholders on the Internet, as well as shareholders whose ballots have been received or the electronic form of whose ballots has been filled out on the website specified in such a message on the Internet information and telecommunications network no later than two days before the date of the general meeting of shareholders.
Shareholders whose ballots have been received or whose electronic form of ballots have been filled out on the website specified in the notice of the general meeting of shareholders on the Internet before the deadline for accepting ballots are considered to have taken part in a general meeting of shareholders held in the form of absentee voting.
Shareholders who, in accordance with the rules of the legislation of the Russian Federation on securities, have given voting instructions (instructions) to the persons responsible for recording their rights to shares, are also considered to have taken part in the general meeting of shareholders, if notifications of their expression of will are received no later than two days before the date holding a general meeting of shareholders or before the deadline for accepting ballots when holding a general meeting of shareholders in the form of absentee voting.
2. If the agenda of the general meeting of shareholders includes issues on which voting is carried out by different groups of voters, the determination of the quorum for making a decision on these issues is carried out separately. At the same time, the absence of a quorum for making decisions on issues on which voting is carried out by one set of voters does not prevent the adoption of decisions on issues on which voting is carried out by another set of voters, for which a quorum is available.
3. If there is no quorum for holding an annual general meeting of shareholders, a repeat general meeting of shareholders must be held with the same agenda. If there is no quorum to hold an extraordinary general meeting of shareholders, a repeat general meeting of shareholders may be held with the same agenda.
A repeated general meeting of shareholders is valid (has a quorum) if it was attended by shareholders holding in aggregate at least 30 percent of the votes of the company's outstanding voting shares. The charter of a company with more than 500 thousand shareholders may provide for a smaller quorum for holding a repeat general meeting of shareholders.
Notification of a repeat general meeting of shareholders is carried out in accordance with the requirements of Article 52 of this Federal Law. In this case, the provisions of paragraph two of paragraph 1 of Article 52 of this Federal Law do not apply. The delivery, direction and publication of voting ballots during a repeat general meeting of shareholders are carried out in accordance with the requirements of Article 60 of this Federal Law.
4. When holding a repeated general meeting of shareholders less than 40 days after the failed general meeting of shareholders, persons entitled to participate in such general meeting of shareholders are determined (recorded) on the date on which the persons entitled to participate in the meeting were determined (recorded). failed general meeting of shareholders.
(see text in the previous edition)
5. If there is no quorum to hold an annual general meeting of shareholders based on a court decision, no later than 60 days later a repeat general meeting of shareholders must be held with the same agenda. In this case, no additional application to the court is required. A repeated general meeting of shareholders is convened and held by a person or body of the company specified in the court decision, and if the specified person or body of the company does not convene the annual general meeting of shareholders within the period specified by the court decision, the repeated meeting of shareholders is convened and held by other persons or a body of the company who apply with a claim to the court, provided that these persons or a body of the company are indicated in the court decision.
If there is no quorum to hold an extraordinary general meeting of shareholders based on a court decision, a repeat general meeting of shareholders will not be held.