Key Points
- Mandatory In-Person Format
Each JSC must hold its annual shareholder meeting between 1 March and 30 June, covering critical agenda items such as electing the board of directors and internal audit committee, approving the auditor, and determining dividend distribution.
Article 50 of the Federal Law on JSCs prohibits voting on these matters exclusively by absentee ballot, reinforcing the need for in-person attendance.
The temporary rules that allowed for absentee meetings — originally introduced to address COVID-19 challenges — are set to expire on 28 February, 2025.
- Implications for Foreign Companies
The shift reverts the process to standard in-person requirements, which involve on-site notarization or certification. This includes additional documentation, costs and logistical coordination.
Hosting in-person meetings increases administrative burdens — requiring notary or registrar services, translation of documents, and possibly international travel for shareholders or representatives. Foreign entities should also anticipate longer lead times to prepare documents and comply with Russian regulations, especially if original paperwork must be sent from abroad.
Solstico Legal encourages companies with Russian subsidiaries to assess these changes without hesitation. Proactive planning and thorough documentation will be key to meeting the reinstated requirements while minimizing disruptions and costs. If you have questions on these or related matters, our team is here to assist.
Preparing for the Transition
Review Internal Procedures: Update corporate policies to accommodate in-person meeting protocols, ensuring all necessary approvals and legal formalities are met.
Budget for Added Expenses: Factor in potential fees for notaries, travel, and translation services.
Plan Early: With meeting windows fixed (March to June), early coordination can help avoid scheduling bottlenecks and ensure timely compliance.