Changes in Corporate Legislation: What Businesses Need to Know
In 2024, significant changes to Russian corporate legislation have been made, impacting the procedures for holding meetings, electing directors, and operating boards of directors. Here is what these changes mean for your business and how to prepare for them.
1. Remote Meetings in LLCs and JSCs: New Rules
From March 1, 2025, the rules for conducting general meetings with remote participation will become stricter. Unless the company’s charter states otherwise, organizers must provide participants or shareholders with the opportunity to attend the meeting in person.
What you need to do:
- Include information in the meeting notice about the procedure for remote participation, including identification methods.
- Organize a live broadcast of the meeting and ensure the recording is stored.
- Be aware that voting may be deemed invalid if the meeting is disrupted due to technical issues.
Starting September 1, 2027, participant identification will become easier: you will be able to use a qualified electronic signature, as well as simpler tools such as an unqualified signature or authorization through Gosuslugi (if provided for in the charter).
2. New Rules for Electing a Director in an LLC
From September 1, 2024, the decision to appoint or elect a director needs to be notarized. The notary will act as the applicant when registering changes in the Unified State Register of Legal Entities (EGRUL).
Exception:
This rule does not apply to credit and non-credit financial organizations, as well as specialized companies.
3. Remote Work of the Board of Directors
From March 1, 2025, the board of directors will be able to hold meetings and make decisions remotely or through absentee voting.
Key requirements:
- A quorum for decision-making must include at least half of the board members (the charter may set a higher threshold).
- The minutes of the meeting or absentee voting must be prepared within 3 calendar days from the date of the meeting or the end of acceptance of documents from members of the board of directors by absentee voting.
Previously, the procedures for the board of directors were regulated only by the company’s charter or internal documents. Now, these rules are fixed at the legislative level.
Why is this important?
The new requirements for corporate procedures may affect the efficiency of your company’s management. Non-compliance with the norms could lead to decisions being invalidated or administrative fines.
How we can help:
The attorneys at Rusin & Vecchi are ready to:
- Conduct an audit of your corporate procedures and documents and bring them into compliance with the new requirements.
- Develop charter documents that account for the specifics of remote participation and voting.
- Provide legal support for holding meetings and formalizing decisions.
Stay informed about legislative changes with us — we’ll help your business remain compliant and avoid risks.
Contact us today to prepare for the new requirements.
