Remote LLC meetings after 1 March 2025: a complete guide

From 1 March 2025, limited liability company (LLC) law will undergo significant changes in relation to the conduct of general meetings.  The introduction of Article 37.1 of the LLC Law will legalise and detail the procedure for remote meetings and make it much easier to organise and participate in them.  However, the transition to the new practice requires careful study of the changes and a clear understanding of the procedure.

Key changes and requirements

The key change is the direct legislative authorisation to hold meetings of the general meeting of an LLC with remote participation. Previously, such events were regulated only by the general rules of Article 181.2 of the Civil Code of the Russian Federation, leaving significant gaps in practice.  Now, however, Article 37.1 of the LLC Law clearly defines the requirements:

• Technical support: Each participant must be able to discuss agenda items and participate in voting by means of technical means.  The law does not set specific requirements for these means, but they must ensure reliable identification of the participant. This may be videoconferencing, specialised platforms for online voting, etc.

• Access to information: All necessary documents, including the agenda, reports and other materials, should be made available to participants electronically. The address of the website or platform where this information is posted should be provided in the notification of the meeting.

• Minutes: The minutes of the remote meeting should be prepared as a general rule and kept in the same way as the minutes of face-to-face meetings. It should reflect all key points of discussion and voting results.

• Possibility of face-to-face participation: While the law allows remote participation, it does not preclude participants from attending the meeting in person at the venue.

Preparing for a remote meeting

• Analysis of the Articles of Association: It is necessary to check the Articles of Association of the LLC for provisions regulating the procedure for holding meetings.  If such provisions are missing or contrary to new legal requirements, the articles of association will need to be amended.

• Select a platform: Choose a reliable platform for video conferencing and online voting.  Selection criteria: stability of operation, functionality, data security and privacy.

• Document preparation: Prepare all necessary documents in advance: agenda, reports, draft decisions, and make them available to participants through the platform specified in the notification.

• Notification of participants: Send participants a notice of the meeting, specifying the date, time, agenda, method of participation (remote or in-person), and a link to the platform where the necessary documents will be available.  It is mandatory to comply with the notification deadlines set by the statute or law.

Conducting a remote meeting

1. Registration of participants: Before the meeting starts, ensure that the identity of each participant is verified using the means of identification provided by the chosen platform.

2 Discuss the agenda: Conduct the discussion according to the agenda, giving each participant an opportunity to speak. A recording of the meeting (if provided by the platform) can provide additional evidence of the event’s progress.

3. Voting: Conduct a vote on each agenda item using the platform’s online voting functions. The voting results should be recorded in the minutes.

4. Minutes: After the meeting, take detailed minutes reflecting all decisions made, voting results and a list of those present (both in person and remotely). The minutes should be signed by the person leading the meeting and approved by the participants.