Belarus amends procedure for calling and holding general shareholders’ meetings

The new Company Law establishes the possibility to hold general shareholders’ meetings remotely.

The new Company Law allows participation in general shareholders’ meetings remotely by means of electronic or other communications, information networks (systems), soft and hardware technologies (“remote service systems”). Remote service systems can be used when holding meetings in person, “in absentio” or in mixed form. The possibility to call and hold meetings by using remote service systems should be set forth in the company’s articles of association. A resolution to that effect is adopted by all company’s shareholders unanimously.

At the same time, the new Company Law does not detail the procedure for calling and holding general shareholders’ meetings using remote service systems, so shareholders should develop specific rules, including a detailed procedure for participant identification, and set it forth in the company’s articles of association or bylaws.

To hold a meeting “in absentio” or in mixed form, methods of sending voting ballots should be determined in the company’s articles of association. If voting ballots are sent via remote service systems, this method should enable a reliable way to ascertain that corresponding voting ballots are sent by persons entitled to participate at the general shareholders’ meeting.

Moreover, the new rules allow a company to send additional notifications on the procedure for matching information regarding the general shareholders’ meeting with its participants’ phone numbers or emails. This option should be set forth in the company’s articles of association.

Furthermore, the new Company Law cancels the restriction on holding the annual general shareholders’ meetings only in person. Thus, from now on, resolutions on such issues as approving annual reports, annual accounting (financial) statements (book data on income and expenses), distribution of company’s profits and losses as well as electing an internal auditor (members of the audit commission) and members of the board of directors can also be adopted at general shareholders’ meetings held “in absentio”.

Additionally, the new rules expand the scope of information on company activity for the reporting period to be prepared by the company’s director before the annual general shareholders’ meeting. From now on, the director should also provide information on:
• annual remuneration of members of the board of directors (supervisory board);
• annual remuneration of the company’s executive body;
• transferring without charge or selling shares in share capital (stocks) of the company to employees or (and) members of management bodies;
• indicators characterizing changes in the value of the company’s net assets and share capital for the last three completed financial years, including the reporting year (if a company has carried out activity for less than three years – then for each completed financial year);
• results of analysis of reasons and factors that, in the opinion of the company’s authorized body, led to a decrease in the value of the company’s net assets;
• a list of measures to bring the value of the company’s net assets into line with the amount of the company’s share capital (if the amount of net assets is less than the company’s share capital as of the end of a financial year).

From now on companies must store data on transferring (publishing) information about the company’s activity for three years from the date of holding the corresponding general shareholders’ meeting.

The new rules came into legal force on 28 April 2021.

National legal internet portal of the Republic of Belarus (NLIP) 27.01.2021, 2/2815

Zapisz się do newslettera

Klikając 'Zapisz się' wyrażasz zgodę na nasze warunki przetwarzania danych