Service
General meetings of LLCs and JSCs and resolutions of management bodies are prepared and documented in accordance with the law and the charter and, where necessary, confirmed by a registrar or a notary.
We are most often instructed by:
The information on this website is provided for information purposes only and does not constitute a public offer.
Timing and fees are indicative and are confirmed when the engagement is agreed.
The corporate procedure is determined by the matter to be decided, the company's legal form and its current charter. The initiator's authority, the competence of the body, the notification procedure, the required number of votes and the method of confirming the resolution are checked.
The method of confirming a resolution depends on the law and the permissible provisions of the corporate documents. The involvement of a registrar acting as the counting commission, or of a notary, is determined before the procedure is carried out.
In preparing a meeting, the permissibility of absentee voting, of combining it with an in-person meeting and of remote participation is checked. Legal support may cover a single resolution, a meeting or several related procedures.
The outcome of the service is the work performed within the scope agreed with the client.
Liquidation
Challenge
The sole participant in a Russian LLC was a foreign company from a state committing unfriendly actions against Russia. The standard liquidation procedure could not be used: clearance from the Government Commission was required.
What was done
Clearance was obtained. The liquidation procedure was carried out from start to finish in compliance with regulatory requirements.
Division of a business
Challenge
The partnership was being terminated with a redistribution of assets. A direct division of the assets would have had significant tax consequences for both parties, so the exit structure had to be worked out separately.
What was done
The transaction structure was reworked in the light of the legal characterization of each operation and its tax consequences, while preserving the balance of the parties' interests.
Director's liability
Challenge
A former general director had caused losses to the company. There were many transactions, the structure was complex, the causal links were blurred, and the former director was counting on the evidence being impossible to gather.
What was done
The chronology of decisions was reconstructed, the link between the transactions and the loss was established, and the former director's bad faith was proven. The court awarded the damages in full, without any reduction.
Corporate dispute
Challenge
The majority participant systematically blocked the distribution of profits by voting at the general meeting. The company was generating income, while the minority participant received no share of the profits.
What was done
The general meeting's resolutions were challenged. A mechanism compelling the distribution of profits was implemented through the courts.
Relations between owners
Challenge
Advising on structuring the relationship between the partners of a company providing medical services. The corporate model had to be built around the specific features of an operating business.
What was done
The allocation of the owners' roles, the procedure for taking material decisions and possible scenarios for changes in the relationship between the partners were defined. An agreed corporate and contractual model was put in place.
In a JSC, rights to shares are recorded by a registrar; the rules for confirming resolutions differ for public and non-public companies. In an LLC, the confirmation procedure depends on the law and on the permissible provisions of the charter or a resolution of the participants. In each case, the agenda, notices and voting rules are checked.
To begin with, the charter, details of the registrar, the proposed agenda and information on the management bodies are needed. Once the initiator's authority has been checked, the additional set of documents is determined. Information on the persons entitled to vote is requested through the registrar in accordance with the established procedure.
It is checked which body is entitled to elect or appoint the new director, and a corporate resolution is prepared. In the cases provided for by law, the adoption of the resolution is certified by a notary. Where it is so certified, the application to change the information in the Unified State Register of Legal Entities is submitted by the notary.
A JSC is required to entrust the maintenance of its shareholder register to a licensed registrar. Whether the registrar takes part in a particular procedure depends on the type of procedure and the status of the company. If a resolution adopted at a meeting of a non-public JSC is confirmed by a notary, the register is still maintained by the registrar. The company pays for the registrar's services separately.
The content of the resolution, the shareholder's participation in the vote and any infringement of the shareholder's rights are checked. Where there are grounds, the resolution may be challenged or the shareholder may demand that the company buy back the shares. The conditions and time limits are determined before further action is chosen.
The annual general meeting is held within the time frame established by law and the charter. Extraordinary meetings or absentee votes are organized on the initiative or at the demand of persons who have that right.
Yes, the applicable requirements must be observed regardless of the number of participants. At the same time, the law provides for special rules for certain types of companies and certain compositions of owners. Before documents are prepared, the mandatory rules and the permissible simplifications are determined.
Yes, within the limits provided for by law. For example, the charter of a non-public JSC may provide for a pre-emptive right to acquire shares, a requirement of consent to their disposal to third parties and additional obligations of shareholders. The statutory requirements for unanimity and for the duration of such provisions are checked. If the matter requires a prior change to the system of corporate bodies or the allocation of powers, the corporate governance model is determined first.
Yes. The preparation of documents and dealings with the registrar can be handled remotely. Whether attendance in person is needed depends on the procedure, the way the meeting is held and the notarial actions involved. The format is determined during preparation.
Each irregularity and its consequences are examined. It is determined whether a resolution can be confirmed or whether a new resolution or another means of correction is needed. Irregularities that cannot be remedied are taken into account in the risk assessment. The agreed documents are then prepared.
An hourly rate, a fixed fee or a combined model is used; in some cases part of the fee depends on the outcome achieved. The fee is determined by the time actually spent, the complexity of the matter and the overall timeframe of the project, and is agreed before work begins.
Describe your matter and the circumstances in which it arose. The consultation establishes the possible structure of the work and the scope of legal support required.
