Remote participation in corporate and other meetings (JSC/PJSC, LLC, etc.)

Starting from July 01, shareholders of private and public joint stock companies, participants of limited liability companies, as well as members of other civil communities will have clear guidance on the procedure for remote participation in the corporate meetings. Corresponding changes to article 181.2 of the Civil Code of the Russian Federation have been approved by the State Duma in the third final reading.

The article in its previous language ignored the use of modern information and communication technologies for holding corporate meetings. Therefore, some remotely-held meetings could be regarded as conducted in breach of applicable regulations.

According to the new standard, remote participation in the meetings can be implemented via electronic or technical means that allow to identify the participant as well as permit him/her to take part in the discussion and voting. It should be noted that the explanatory note to the bill mentions “google polls” and “zoom voting” as one of the possible voting tools.

The approved changes also affect the minutes of the meeting, which can be now formalized electronically. The minutes of the in-person meetings that have been attended by remote speakers shall specify the method for such remote participation. Furthermore, unlike the previous revision of the Civil Code, the minutes of the meeting will now not confirm the decisions taken at the meeting, but only the fact that the meeting was held and the results of the voting.

In general, the approved changes are timely and adapt Russian legislation to modern information technologies.