New provisions of the Russian Joint-Stock Companies Law governing meetings and absentee voting have applied since 1 March 2025. Annual agenda items listed in Article 50 must be considered at a meeting. This does not exclude remote participation permitted by law or the combination of voting at a meeting with absentee voting.

Legislative basis

Under Article 50 of Federal Law No. 208-FZ on Joint-Stock Companies, key annual agenda items cannot be decided solely by absentee voting. They include:

  • election of the board of directors;
  • formation of the internal audit commission;
  • appointment of an audit firm or an individual auditor;
  • approval of the annual report and annual financial statements, unless the articles of association assign their approval to the board of directors.

The arrangements for participation are determined by the law and the articles of association. Article 50.1 requires public companies and non-public companies with 50 or more holders of voting shares to combine voting at a meeting with absentee voting. Remote participation is also permitted, subject to the conditions established by law and the articles of association.

Practical implications for companies

Preparations for a meeting should take account of:

the procedure applicable to the company for certifying resolutions and the composition of participants;

any need for translation, certification of documents, representation or travel, depending on the documents involved and the shareholder’s chosen form of participation.

Where foreign shareholders participate, costs and timing depend on the form of participation and the documents required; travelling in person is not a universal requirement.

Preparing for the transition

To minimise risks and avoid delays, companies should:

  • Review internal procedures. Update corporate policies to reflect the chosen lawful meeting format, including preparation and retention of minutes.
  • Assess costs. Allow for certification of resolutions, preparation of documents and arrangements for the chosen form of participation.
  • Plan ahead. Given the fixed meeting period from March to June, preparation should begin well before the corporate reporting season.

The transition to the new annual meeting procedure requires a review of corporate processes and available forms of participation. Early preparation helps identify the documents and organisational steps required.