Taking decisions at participants' and shareholders' meetings in Russia

On 1st September 2014 amendments to the Russian Civil Code affecting decisions at participants' meetings of limited liability companies (OOO) and shareholders meetings of joint stock companies (JSC) came into effect.

The adoption of decisions of a participants' meeting of an OOO as well as the attending participants must now be confirmed by a notary, unless another method of confirmation is provided for in (i) the OOO's charter or (ii) a unanimous decision of all OOO participants.

The adoption of decisions of a shareholders' meeting of a non-public JSC and the attending shareholders must now be (i) confirmed by a notary or (ii) certified by the person performing the roles of the registrar and counting commission.

The adoption of decisions of a shareholders meeting of a public JSC and the attending shareholders must now be confirmed by the person performing the roles of the registrar and counting commission. The amendments give rise to a number of open questions, for instance: Will a notary need to be at the whole meeting for the decision to be notarised? Does each absentee ballot require notarisation? What is required if there is a non-Russian participant/shareholder? We are monitoring the developments in this respect and maintaining close contact with Russian notaries in order to address any particular questions in connection with the new form requirements for minutes. Preliminary responses to these questions are contained in the Notary’s Chamber Recommendations which, however, are currently under revision.

Please do not hesitate to contact us for further information and to address your queries.