What is the protocol of the general meeting and who needs it?

The minutes of the General Meeting (hereinafter referred to as the minutes) are a legal confirmation of the will of the participants of a legal entity. The results of voting on each item on the agenda must be recorded in the minutes. They also serve as evidence of the powers and actions of the representative of the legal entity before state bodies (for example, the director), and are real evidence in the case of a corporate dispute between participants. We will discuss this in more detail in the article below.

When are the general meetings of participants held?

The general meeting of an LLC is the highest management body convened to make key decisions. The procedure for their holding is regulated by the Law of Ukraine “On Limited and Additional Liability Companies” and established by the charter. The LLC members participate in them in person or through their representatives (by proxy) or remotely via video conference. Decisions not included in the meeting agenda may be considered only if all members of the company participate in them. As a general rule, decisions are made by open voting and recorded in the minutes.

On what issues are the minutes of the General Meeting of Participants drawn up and who needs them?

The minutes confirm the legality of the actions of the management body of a legal entity and must be drawn up on all issues that fall within the exclusive competence of the General Meeting (hereinafter - the General Meeting). Such issues are:

• change, dismissal of the manager;
• approval of the LLC charter or amendments to it;
• determination and change of the amount of authorized capital;
• exclusion or admission of a company participant;
• approval of annual reports and financial plan;
• adoption of decisions on reorganization or liquidation, etc.

The minutes (its certified copy) are needed, firstly, by the LLC participants, and secondly, by all other entities that interact with it.

What requirements are imposed on the structure of the minutes of the General Meeting of Participants (DSTU 4163:2020)?

The minutes must be drawn up in accordance with the national standard DSTU 4163:2020, compliance with which guarantees the legal force of the specified document. Each minute must contain the following mandatory elements, such as:

• introductory part - name of the legal entity, type of document, date of the meeting, registration number, place of compilation, composition of those present and invited;
• main part - agenda, each item of consideration of the issue (according to the scheme “Listened” - “Speaked” - “Resolved”), voting results indicating the number of votes (“for”, “against” and “abstains”);
• final part and annexes (lists of attendees, certificates, etc.) - signatures of the secretary and chairman of the General Meeting, seal (if any), approval stamp and date.

When do the minutes of the General Meeting enter into force?

The minutes enter into force after they are signed by authorized persons (secretary and chairman). The decisions recorded therein are also valid from the date of the meeting, unless another term is established therein. It is also important that the authorized persons must sign the minutes on the day of the relevant meeting of the LLC participants.

What does our lawyer’s support in the development and signing of the minutes of the general meeting entail?

Consulting support

A corporate lawyer at Prykhodko & Partners Law Firm provides comprehensive legal advice at all stages of preparation for the holding of a general meeting of LLC, ensuring compliance with current national legislation. As part of the consultation, he can also:

• determine whether the proposed issue falls within the competence of the general meeting;
• establish the required number of votes required to make a relevant decision;
• determine the correct procedure for convening, holding and voting at the meeting;
• inform about the procedure for developing the minutes and agenda of the meeting.

Documentary registration

The specified service of a corporate lawyer includes the direct development of all necessary documents, in particular:

• notice of convening;
• draft minutes and annexes thereto;
• powers of attorney (notarized).

As part of the preparation of the specified documents, our lawyer will also be sure to check their compliance with DSTU 4163:2020.

Representation of the interests of the participant/participants at the General Meeting

If necessary, the corporate lawyer of our company “Prikhodko & Partners” can directly represent the interests of the participant (or group of participants) at the General Meeting. In such a case, the lawyer will act as an authorized representative, using a specially drawn up power of attorney or an order for the provision of legal assistance (in accordance with the Law of Ukraine “On the Bar and Legal Activities”). For proper support, the lawyer:

• firstly, will monitor compliance with the rules of procedure;
• secondly, in case of violations, will promptly record them and express comments;
• thirdly, will legally competently represent the positions of his client (clients).

Judicial representation

Finally, in the event of corporate disputes between individual participants and the LLC, the lawyer’s support in court will include:

• appealing and invalidating the decisions of the General Meeting;
• preparation and filing of claims;
• challenging decisions of the court of first instance in appeal or cassation, respectively.

To receive a consultation and find out the price of supporting the holding of the General Meeting of the LLC and obtaining the minutes - fill out the form below.