During the course of their activities, legal entities often make decisions on issues submitted to a general meeting, in which founders, shareholders, heads of units, as well as representatives of parties that are business partners can participate. In such a situation, tasks to be solved at the meeting are drawn up using such a form as the minutes of the general meeting. This is a rather specific document, which in a brief form reflects the course of the entire event, and may also contain a brief summary of the information presented.
Issues resolved on the basis of the minutes of the general meeting
The minutes of the general meeting are necessary for solving various problems that are an integral part of the organization or enterprise. With the help of this document, changes in the composition of founders or shareholders, issue of shares, reorganization or liquidation of an enterprise can be made out.
In matters for which a collective decision is necessary, the protocol of the general meeting must be used. The compilation model is the same for all such events within the same organization. Thus, being a reflection of the economic activity of the enterprise, this document has important legal significance.
The minutes of the general meeting, a sample of its compilation and the rules applicable to its content are established by various legislative acts of the Russian Federation. Therefore, it is necessary to strictly adhere to the established requirements for its execution, since the regulatory authorities during inspections have the right to invalidate decisions of a legal entity on the basis of existing violations and failure to comply with the basic requirements for the protocol.
Legal requirements for registration
The minutes of the general meeting of members participating in the economic activities of the organization must be drawn up no later than 15 days from the date of its holding. The document is prepared in duplicate and must contain a specific data set:
- Date and place of meeting.
- The number of votes owned by the participants.
- The total number of votes given absent participants.
- Surname and name of the chairman of the meeting.
- The composition of the presidium.
- Agenda.
As a rule, the minutes indicate in the form of abstracts the main issues submitted for discussion and voting, and the results that have been approved.
Protocol Purpose
Minutes of the general meeting - this is a document outlining the course of making any decisions that determine the direction of the legal entity, collectively. All forms and types of protocols are aimed at documenting the decisions made by collegial bodies. The protocol is also drawn up during business meetings, commission meetings, negotiations, deliberative meetings. The purpose of the protocol is to document collegial decisions and agreements reached.
Any enterprise or organization should use the methods of collegial decision-making and be able to correctly draw up the minutes of their meetings. The importance of recording collegially adopted decisions is a good help for the correct conduct of their activities by a legal entity.
If the founder or director of the company makes a sole decision regarding the conduct of business activities, a deliberative meeting is necessarily grouped to make important decisions about the company.Thus, consideration of such decisions and emerging issues is recorded in the minutes of the general meeting.
Important procedure
The process of compiling the protocol consists of several stages:
- Defining and preparing the agenda.
- Drawing up and preparing the necessary documentation.
- Notification of all participants about the place of the general meeting.
- Distribution of the necessary information for participants to prepare for the meeting agenda, covering some of its issues.
Before starting negotiations, it is necessary to record the registration data of the meeting participants in the protocol. For this purpose, a list of all participants is compiled, the number of which is required to correspond to the number of votes required for a legally legal decision.
To further document information about the decisions made and the course of the general meeting, modern technical means of sound or video recording are used, which are used for stenography and processing of all speeches and decisions made. Also, at the same time as the recording, it is necessary to draft draft minutes in writing throughout the meeting. Be sure to indicate the list of documents that participated in the submission of questions for voting or discussion. These are reports, projects, references used in the general meeting.
Rules for registration
The minutes of the general meeting of owners or participants must be competently drawn up and fully comply with the regulatory requirements of the legislation of the Russian Federation.
According to its content, the document can be both a detailed and a summary of the meeting. All speeches that took place at the general meeting of the deliberative body are displayed in full form. The short form contains only information about the speakers, the topic of the delivered speech. The short form is called a protocol scheme. The protocol drafting form is determined by the chairman of the meeting or during the collegial decision. A sample minutes of the general meeting of participants is presented below.
This document is drawn up in compliance with all norms and requirements of office work to make the details in accordance with GOST.
The content of the protocol. Organization Data
The minutes of the general meeting, a sample of which is under development, must necessarily contain data on the full name of the organization, as well as accepted abbreviations regarding the legal form (LLC, JSC, etc.). In this case, the name must correspond to that specified in the charter of the enterprise and entered in the Unified State Register, as well as have a full decoding without the use of abbreviations.
If this is the protocol of the general meeting of the LLC, the sample is drawn up according to the same rules and standards as for organizations having a different legal form of ownership. It fixes the location of the legal entity, reflected in the form of a record of the legal address of the organization, and must correspond to that entered in the constituent documents, as well as registration in the Unified State Register.
Meeting Data
In the next section, after specifying the legal data reflecting the actual name of the location of the enterprise, it is necessary to indicate information related to the time and form of the meeting. First of all, the type of general meeting is indicated, which can be annual, extraordinary, planned, etc. The protocol of the general meeting of LLC participants according to the current legislation is determined with a frequency of at least once a year.
Meeting Forms
The form of the meeting may be defined as:
- Personal presence of authorized representatives or shareholder members.
- Correspondence form by collecting documentation sent earlier to clarify opinions on voting issues.
The date and place of the meeting of the advisory board are also marked, the actual address at which the participants gathered was indicated.
The main part of the protocol
The topic, issues on which the meeting was held are indicated. In the case of annual meetings, the law defines a number of issues that must be considered. In the rest of the meeting, participants are free to choose the topics necessary for solving.
The start and end time of registration of persons with the right to attend and participate in the discussion must be indicated. In this case, the organizer or the secretary carries out the registration procedure for all arrivals by establishing the identity of those present and entering these data in the “Present” section of the protocol. Be sure to indicate the participant, as well as the position held and the number of votes held by him. In the case of joint-stock companies, data on an identity card or issued power of attorney may also be entered.
Also in this part the time of the opening and closing of the collegial meeting, the voting results, which are fixed by the time of vote counting, are indicated.
When considering each agenda item, the following shall be indicated:
- The number of votes eligible to participate in the meeting.
- The number of votes cast.
- The number of votes cast for different voting options.
- The wording of the decisions made.
This is followed by a section where all the main provisions of the heard speeches are recorded, as well as the names of persons who spoke on each issue. The information is presented in the form of abstracts that make up a summary of the speeches.
Final part
After drawing up the minutes of the general meeting of founders, shareholders or other participants, it shall be affixed with the signatures of the chairman, as well as the secretary of the meeting. The date of its preparation is also set, which may not coincide with the date of the meeting.
Special Protocols and Meetings
Another interesting instance of such documentation is the minutes of the general meeting of the owners of the house or horticultural partnership. Such meetings and their recording are distinguished by the fact that participants have equal rights, and in case of a large number of people not appearing, decisions can still be made on the basis of the opinions of those who arrived and participated in the resolution of issues submitted for discussion. On the basis of such a protocol, the remaining members of the housing stock or gardening partnership are obliged to submit to the decisions made, regardless of whether they participated in this meeting or not.
When drafting such a document, it usually indicates the composition of the recount committee. Both the authorized persons and those selected by voting from the participants present may act as chairman and secretary of the meeting. Way apartment building management or a horticultural partnership is selected by the general meeting of owners of residential premises or land. Decisions made on these issues are binding on all owners.
The execution of the minutes of the general meeting requires special attention and certain documentary skills. Neglect of the rules established for the execution of this document should not be allowed, as it is the only documentary reflection of the legality of the decisions of the collegial meeting, which are important, and also have great legal force and are provided during audits regulatory authorities.
