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Publication date: 29.05.2024
I am studying in the third year of the State University of Economics and Technology.I specialize in contractual, economic and corporate law, in particular, I provide consultations and write articles.
The general meeting of the joint-stock company is an important management body of the company, which meets periodically to make key decisions and resolve issues that concern all shareholders. Here are some general aspects to note:
Appointment and holding: General meetings are usually appointed and held in accordance with the requirements of the company's charter and internal rules. They can be held once a year (annual general meeting) or at other times if necessary (extraordinary general meeting).
Powers and decisions: The general meeting has the power to make decisions on various issues, such as approval of annual financial statements, election of members of the supervisory board or auditor, changes in the company's charter, etc.
Voting rights: Each shareholder has the right to vote at the general meeting, which is usually proportional to the number of shares he owns. Votes can be decisive or weighted depending on the voting rules defined in the articles of association.
Informing shareholders: Before holding a general meeting, shareholders should be provided with sufficient information about the agenda, proposed decisions and other important issues to be considered.
The exclusive competence of the general meeting:
1. Changes in the company's charter: Making changes to the company's charter, such as changing the name, target activity, composition of management bodies and other important provisions, usually requires the approval of the general meeting.
2. Making financial decisions: The general meeting must approve the annual financial statements, including the balance sheet, the profit and loss statement, as well as decisions on the distribution of profits, the payment of dividends and other financial matters.
3. Selection and change of the composition of the supervisory board (board): Approval of the composition of the supervisory board or the board, as well as changes in this composition, usually also requires a decision of the general meeting.
4. Making strategic decisions: The general meeting can make decisions about the company's strategic development plans, including business expansion, acquisition or sale of assets, financial transactions and other important issues.
5. Approval of binding documents: The general meeting can approve binding documents, such as agreements with key parties, standard procedures, policies and other important documents.
Convening the general meeting:
Convening of meetings: Usually, meetings are convened by the board of directors or the supervisory board. Meetings can be convened in accordance with the decision of the management body or at the request of shareholders, if this is provided for by the articles of association. The initiative for the convening may also come from the shareholders.
Formation of the agenda: The agenda is usually formed on the basis of the proposals of the company's management and shareholders. It may include items such as approval of financial statements, election of members of the supervisory board, consideration of changes in the charter, etc.
Notice of Meeting: A notice of meeting is sent to the shareholders stating the date, time and place of the meeting along with the agenda and other important details.
The right to participate in the general meeting:
The right to participate in the general meeting of a joint-stock company is usually determined by the company's charter and legislation. The main principles of the right to participate in general meetings may include the following aspects:
Voting rights: Each shareholder usually has the right to vote at the general meeting. The number of votes granted to a shareholder is usually proportional to the number of shares he owns.
Right to vote: Shareholders have the right to vote on all matters put to the vote at the general meeting. This may include making decisions on annual reports, electing members of the board or supervisory board, changes in the articles of association, and other issues.
Right of representation: Shareholders may have the right to be represented at meetings through their authorized representatives or through intermediaries.
Minutes of the general meeting of the joint-stock company:
The minutes of the general meeting of the joint-stock company are a legal document that records all important decisions and discussions that take place during the meeting of shareholders. This document is important for confirming the decisions made and ensuring the transparency and legitimacy of the company's management actions.
The minutes of JSC general meetings contain the following information:
1. Meeting details: Date, time and place of the meeting.
2. List of those present: List of shareholders or their representatives who participated in the meeting.
3. Agenda: List of issues discussed at the meeting.
4. Discussions and Decisions: Records of the discussion of each item on the agenda and the decisions taken. This includes voting results and other important aspects.
5. Signatures: The minutes must be signed by the chairman of the meeting and the secretary to confirm its authenticity.
6. Date and place of signing: Information about the date and place of signing the protocol.
Lawyer consultation in conducting general meetings:
The lawyer services may be needed when implementing such a method of company management as convening a general meeting, because for this it is necessary to approve the agenda, notify shareholders, take into account all the requirements of the law during voting and decision-making. A corporate lawyer will ensure smooth work of general works, both annual and extraordinary. Therefore, a legal analysis of the situation, an individual approach taking into account the specifics of the company and coordinated communication with all shareholders is what a lawyer help can guarantee when holding a general meeting.
