The General Meeting is the company’s highest management body. Other corporate bodies (Board of Directors, Management Board, Directorate, Director, Audit Commission, or Auditor) are accountable to it. Certain business matters fall under the exclusive competence of the General Meeting, meaning no other body or official may decide on them. These include:

– Amendment of the company’s articles of association.

– Changing the size of the authorized capital.

– Formation of the company’s bodies.

– Approval of annual reports, annual accounting (financial statements).

– Distribution of the company’s profits and losses.

When business or economic conditions change, participants (shareholders) may revise earlier decisions by canceling them and adopting new ones. This requires convening an extraordinary general meeting, with these issues included on its agenda.

An extraordinary meeting can be called by the company’s authorized body or at the request of participants holding at least 10% of total votes, following legal procedures. Our lawyers will help prepare the request, convene, and conduct the meeting in full compliance with the law.

Time limit for appealing the decision of the General Meeting

A participant (former participant) of a joint—stock company has the right to challenge the decision of the general meeting in court within three months from the day when he learned or should have learned about the adoption of such a decision. A participant (former participant) of a limited liability company or a company with additional liability — within 2 months.

There are certain requirements for the procedure for convening and holding a general meeting of participants (shareholders). One of the grounds for canceling the decision of the general meeting is violation of such requirements.

1. The competence of the General Meeting

The competence of the general meeting of participants (shareholders) is an opportunity, by virtue of the presence of the required number of participants (shareholders), to make decisions on issues submitted for consideration (quorum). The General Meeting has a quorum if the participants who attend the meeting have more than 50% of the total number of votes that belong to the owners of the company. A larger percentage of votes required for a quorum may be prescribed in the company’s articles of association. If the required number of participants has not gathered, then it is impossible to make a decision. In this case, a repeat general meeting is scheduled with the same agenda.

2. Holding a general meeting

At the general meeting, it is not allowed to make decisions on issues that are not included in the agenda of this meeting and change the agenda. Such decisions are possible when all the owners who voted unanimously for the changes are present at the meeting.

A participant, including a former one, who does not agree with the decision of the general meeting, may challenge it in court under certain conditions:

• The decision was made in violation of legal requirements.


• The decision was made in violation of the company’s charter.


• The rights and (or) legitimate interests of the participant (former participant) have been violated.


• Each violation will need to be justified in a statement of claim with references to the norms of legislation and (or) the charter.


• When the court, at the request of a participant, including a former one, cancels the decision of the general meeting, the decision is invalid from the moment when it was adopted.