General meeting minutes by one participant sample. How to draw up the minutes of the general meeting: general rules for registration. Meeting data

Ordinary and extraordinary meeting

When registering a company mandatory document, specified in the list, which is provided to the registering authority, is the decision of the general meeting of LLC participants.

Art. 34 of the LLC Law requires an annual meeting to review the company's annual performance. This article also regulates the timing of their implementation - not earlier than 2 and not later than 4 months after the end of the financial year. Specific deadlines are set in the charter.

An extraordinary meeting of participants is also permissible: when it is urgently necessary to resolve a certain issue that is within the competence of this body. The following persons have the right to initiate a general meeting:

• executive bodies (director, board of directors);
• participants holding more than 10% share;
• auditor, auditor.

Founders can make their own adjustments to the agenda of the upcoming meeting and propose additional issues for consideration 15 days before the meeting.

If the company has one founder, then the requirements of Art. 36 on the procedure for calling the meeting do not apply to him, since he takes all decisions individually.

Meeting Notice

The order in which it is necessary to act in order to convene a meeting is spelled out in the provisions of Art. 36 of the LLC Law. The main actions are as follows:

• Notify each attendee of a scheduled meeting. The notification is carried out by means of a notification that must be sent 30 days before the scheduled meeting.
• Notify each participant when making changes to the agenda - 10 days before the meeting.
• Provide the founders with information and materials for the upcoming meeting according to the agenda.

IMPORTANT! The company's charter may provide for other, shortened terms of notification of the founders (paragraph 4 of article 36 of the LLC Law).

Requirements for registration and sending a notification:

• the notification must contain information about the place and time of the scheduled meeting, as well as the issues on the agenda;
• delivery is organized in the manner specified in the charter of the company, or, if the charter is silent on such, by registered mail to the address contained in the list of participants;
• if it is planned to notarize the decisions taken (part 3 of article 17 of the LLC Law), an additional copy of the notification is required - to be subsequently submitted to the notary.

You can download a sample notification of an upcoming meeting here: .

You can download a sample notification of a change in the agenda of an upcoming meeting by following the link: Notification of changes in the agenda of the meeting of the LLC participants - sample.

Protocol form and requirements for its preparation

Requirements for the minutes of the general meeting of participants in LLC are established by Art. 181.2 of the Civil Code of the Russian Federation. In accordance with its provisions, this corporate document must indicate:

• date and place where the meeting takes place;
• time spending;
• information about the persons who take part in it;
• issues on the agenda;
• the results of voting for each of them;
• information about the persons who counted the votes;
• information about those who voted against and demanded that these data be entered into the protocol.

A sample minutes of a meeting of LLC participants contains several parts:

1. Title. The document begins with the words "Minutes No.", followed by the name of the company, the date and time of the meeting, as well as the place where it takes place.
2. Introductory part. Contains information about the founders, the chairman and the secretary of the meeting.
3. Agenda. The questions that are proposed for consideration are listed. They are listed in order of importance.
4. Main part. It is formed for each item on the agenda from 4 blocks: "They listened", "They spoke", "Voted", "Decided". It is necessary to indicate the initials and titles of speakers, as well as briefly reflect the essence of their speeches.
5. Conclusion. Contains the signatures of the secretary and the presiding officer, and in some cases all the founders.

Numbering and protocol book

According to the provisions of paragraph 6 of Art. 37 of the LLC Law, the executive body of the company must organize the keeping of minutes during the meeting. Minutes of all meetings are filed in a book.

Company members also have the opportunity to demand an extract from the minutes, which is prepared by the executive body.

According to the established rules of office work, documents that are issued by the company's management bodies are registered in order to simplify their identification. For this purpose, the minutes of the general meeting of LLC participants are numbered.

NOTE! The legislation does not contain requirements for the mandatory numbering of protocols.

Since the date of the meeting and its index (number) are the main identifying features of any document, it is advisable to put them on the minutes.

How the decision or minutes of the meeting are drawn up, who signs these documents and carries out the certification

The LLC Law does not contain requirements regarding the form of drawing up and the order in which the minutes are drawn up, and also does not determine who signs the minutes of the general meeting of the LLC participants.

General rules, in accordance with which the protocols are certified, establishes paragraph 3 of Art. 181.2 of the Civil Code of the Russian Federation. According to the provisions of this article, the chairman and the secretary who led it throughout the meeting certify the minutes of the general meeting of the LLC participants.

If the protocol was drawn up in violation of the requirements provided for by law, and at the same time one of the participants does not agree with its content, there is a risk that the decisions adopted at the meeting will be recognized as invalid (subparagraph 4, clause 1 of article 181 of the Civil Code of the Russian Federation).

Protocol certification

Law No. 99-FZ of 05.05.14 introduced amendments to the Civil Code of the Russian Federation, which affected the procedure for certifying decisions of owners from 01.09.2014. From this moment, in accordance with paragraph 3 of Art. 67.1 of the Civil Code of the Russian Federation, the composition of the founders present and the fact of making a decision is certified by a notary, for which the minutes of the general meeting of the LLC participants are certified.

NOTE! The provisions of clause 3 of Art. 67.1 of the Civil Code of the Russian Federation makes it possible to do without notarization in the event that other methods of certification are enshrined in the charter.

For example, the charter can provide for the following certification methods:

• signing of the minutes by all founders who took part in the meeting;
• video recording (recording medium) - must be attached to the protocol.

If the charter does not contain such provisions, the founders may consider the issue of non-notarial certification of the minutes directly at the meeting (resolution of the CA of February 05, 2016 in case No. A36-3633 / 2015). The conditions for the legitimacy of such a decision:

• the issue is on the agenda;
• the decision is taken unanimously by all members of the company, that is, all participants are present at the meeting and vote for the proposed method of non-notarial certification.

Thus, if the decision of the general meeting of participants of the LLC, the sample of which we have presented, is drawn up incorrectly or not certified, as prescribed by law, this may cause certain problems to the founders and become the basis for its cancellation. The consequences of defects in the protocol can be refusals by the registering authority and lengthy legal proceedings. This is especially acute in the presence of corporate conflicts.

Protocol features

The general meeting of employees is convened only to make an important decision, in order to resolve the existing disagreements, or to force the employer to comply with the regulations adopted at the enterprise.

A meeting of employees is considered competent if more than half of the company's employees are present. A conference is considered competent if at least two thirds of the elected delegates are present at it.

Requirements can only be made by employees or their representatives - Art. , Labor Code of the Russian Federation.

The employer is obliged to provide employees with premises for holding a general meeting, in addition, the employer has no right to interfere with the holding of a general meeting of employees.

Important! Obstacle to holding a meeting of employees, including not providing premises for the meeting, is punishable by a fine or disciplinary action -.

The parties must provide each other no later than two weeks from the date of receipt of the relevant request, the information they have, necessary for collective bargaining -.

The International Labor Organization has adopted a special recommendation ILO No. 129, according to which the organization must provide its employees with the following information:

• General working conditions,
• Conditions of employment, dismissal and transfer,
• Learning and career prospects,
• rules safety precautions,
• Social security of employees,
• Social services for employees, etc.

The participants in the negotiations are obliged to comply with the agreement on non-disclosure of secrets protected by law. Moreover, Art. , The Criminal Code of the Russian Federation provides for criminal liability for disclosing commercial, state and official secrets.

The minutes of the general meeting of employees, in fact, is a regular protocol and must contain the following information:

• Date, place and time of its compilation.
• The total number of employees of the enterprise and the names of those present, including the number of participants in the general meeting, is required to determine the presence.
• Brief information about the election of the chairman of the meeting and the secretary.
• Agenda and its approval.
• The topic of the meeting, or summaryif it is drawn up as a separate document, in the latter case a copy of the document must be attached to the protocol.
• The decision of the general meeting, as well as the number of those who voted "for" and "against" the adopted decision. When solving several issues, the decision on each of the issues raised is considered separately, and the voting results are also recorded for each decision taken separately.
• Signature of the secretary and chairman of the meeting.

According to a single representative body, created by the primary trade union organizations of the enterprise, has the right to send the employer, or his representative, a proposal to start collective bargaining on the preparation, conclusion or amendment of the collective agreement on behalf of all employees.

According to the Requirement, or their copies can be sent to the appropriate state body for the settlement of collective labor disputes. In this case, the state body for the settlement of collective labor disputes is obliged to verify the receipt of claims or their copies by the other party to the collective labor dispute.

Completed sample document

Limited Liability Company "Baromir"

PROTOCOL NO. ___
general meeting of employees

________________ "___" _____________ 20__

Total employees of the organization -_____ people

Present at the meeting - _____ people (list attached).

They suggested: to elect ___________ as chairman of the meeting, ___________ as secretary.

IT WAS RESOLVED AS FOLLOWS:

To elect ___________ as chairman of the meeting, ___________ as secretary.

LISTENED:

Lagovazov K.M. - proposed to approve the agenda of the meeting on the approval of the employer's requirements for non-fulfillment of the collective agreement in terms of the provisions of the collective agreement in terms of granting workers who work over 10 years of additional leave, 7 calendar days.

IT WAS RESOLVED AS FOLLOWS:

Approve the agenda.

AGENDA

On the approval of the requirements to the employer for the implementation of the collective agreement in terms of the provisions of the collective agreement in terms of granting employees who work over 10 years of additional leave, 3 calendar days.

LISTENED:

EA Frodorova, Chairperson of Baromir LLC, spoke about the employer's violation of the provisions of the collective agreement regarding the provision of 3 calendar days to employees working over 10 years of additional leave. Ivanov A.A. suggested:

SPEAKED BY:

1.R.R. Simonova, laboratory assistant - offered to support the proposal of the chairman of the trade union committee A.A. Frodorov.

2. M.M. Frolova, an accountant - proposed to approve the requirements for fulfilling the terms of the collective agreement, for which, by "__" _________ 20__, issue an order on granting employees working more than 10 years of additional vacation, 3 calendar days at a meeting of employees.

IT WAS RESOLVED AS FOLLOWS:

1. To approve the requirements for the fulfillment of the terms of the collective agreement, for which, before "__" _________ 20__, issue an order on granting employees working more than 10 years of additional leave, 3 calendar days at a meeting of employees.

2. In the event the employer refuses to satisfy the demand or fails to communicate his decision to enter into a collective labor dispute:

create a conciliation commission, authorizing to represent the interests of employees in conciliation procedures of the chairman of the trade union committee A.A. Frodorov, a member of the trade union committee I.I. Lagovazov;

3. To grant the right to representatives of workers to participate in all conciliation procedures for considering a collective labor dispute, to make decisions on the settlement of a collective labor dispute, to conclude agreements with the right to sign.

Chairman of meeting

At meetings, meetings, sessions, conferences.

The protocols document the activities of permanent collegial bodies, such as collegia of committees and ministries, municipal government bodies, as well as scientists, technical, methodological councils. In addition, meetings held by heads of structural divisions, deputy general directors, directors can also be recorded.

It is common to draw up protocols for documenting the activities of temporary collegial bodies (conferences, meetings, seminars, etc.).

The minutes are drawn up by the secretary based on the notes that he kept at the meeting. These can be short notes, transcripts or dictaphone recordings. To prepare the minutes, the secretary collects the abstracts of reports and speeches, draft decisions before the meeting.

Protocol issued on a common form.

Title, date and protocol number

The title of the protocol will be name of collegial body or type of meeting... For example, Minutes (what?) Of the meeting of the pedagogical council; meetings of heads of structural divisions, etc.

The date of the minutes is the date of the meeting (minutes, as a rule, are drawn up after the meeting). If the meeting lasted several days, the minutes date includes the start and end dates.

For instance: 21 — 24.07.2009 .

The number (index) of the minutes is the ordinal number of the meeting within the calendar year or the term of office of the collegial body.

Protocol text includes the following parts:

• introductory;
• the main one.

Introductory part

In the introductory part of the minutes, after the heading, the names and initials of the chairman and secretary of the meeting are given. On a new line after the word " Attended»In alphabetical order, list the names and initials of the officials who attended the meeting.

If there were persons from others at the meeting, then after the word “Attended”, the word “ Invited»And the list of invited persons is indicated, in this case the position and name of the organization are indicated before each surname.

In the introductory part of the protocol the agenda is indicated.

It consists of a list of issues that are discussed at the meeting, and fixes the sequence of their discussion and the names of speakers (speakers). Each issue on the agenda is numbered in Arabic numerals, it is formulated using the prepositions "O" or "About". For example: "About the statement curricula"; "On summing up the results of the academic year."

For each item, the speaker is indicated (the official who prepared the issue).

Main part

In accordance with the sequence of issues on the agenda, the text of the main part of the protocol is drawn up - it should contain as many sections as the items included in the agenda.

Thus, the header part of the protocol is always formatted in the same way. But the text of the protocol can be stated in different forms: short or full.

Brief Protocol - fixes the issues discussed at the meeting, the names of the speakers and the decisions taken. Such minutes are taken most often in cases where the meeting is of an operational nature (see Fig. 3.3.).

Complete protocol - contains information not only about the issues discussed, the decisions made and the names of the speakers, but also sufficiently detailed records that convey the content of the reports and speeches of the participants in the meeting, all the opinions expressed, the questions and replies voiced, remarks, positions. The complete minutes allows a detailed picture of the meeting to be documented (see Figure 3.4).

Figure: 3.3. An example of a short protocol

Figure: 3.4. An example of a complete protocol

In any form of the minutes, the text will be divided into as many sections as the items on the agenda.

Each section has three parts: “LISTENED”, “PERFORMED”, “DECIDED” (“DECIDED”), which are printed from the left margin in capital letters. This design allows you to highlight in the text the speech of the main speaker, the participants in the discussion of the issue and the operative part in which the decision is formulated.

In the part " LISTENED»The text of the speech is stated. At the beginning of the text with a new line in the nominative case, indicate the surname of the speaker. The recording of the performance is separated from the surname by a dash. The speech is presented in the third person singular. It is allowed to indicate instead of the record of the speech after the surname (“Record of the speech is attached”, “The text of the report is attached”).

In the latter case, the reports become an annex to the protocol.

In the part " SPEAKED»With a new line in the nominative case, indicate the speaker's surname and after a dash, the text of the speech or the question (if during the speech it was asked to the speaker).

In the part " DECIDED"(" DECIDED ") reflect the decision taken on the issue under discussion. The operative text is printed in full in any form of the minutes.

The text of the entire protocol is printed with 1.5 line spacing.

The minutes are drawn up by the secretary of the meeting. The minutes are signed by the secretary and submitted to the chairman for signature within 3 (three) working days after the meeting.

Signatures are separated from the text by 3 line spacing. The name of the position is printed from the border of the left margin, the last letter in the last name is limited to the right margin.

On the day the protocol is signed by the chairman, it must be registered.

Extract from the protocol

An extract from the minutes is an exact copy of the part of the text of the original minutes related to the issue on the agenda for which the extract is being prepared. The extract reproduces all the details of the form, the introductory part of the text, the issue on the agenda for which the extract is being prepared, and the text reflecting the discussion of the issue and the decision taken. An extract from the minutes is signed only by the secretary, he also assures it. The certification inscription is written by hand, consists of the word "True", an indication of the position of the person certifying the copy (extract), personal signature, surname, initials and date (see Fig. 3.5).

Figure: 3.5. An example of drawing up an extract from the protocol

Extracts from the minutes sometimes replace such a directive as a decision. In this case, the extract serves as a tool for communicating the decisions made to the executors. In this case, the secretary of, for example, the Board, no later than 2 (two) days after the signing of the minutes of the meeting, sends out extracts from the minutes on certain issues to the responsible executors. The statements are signed by the secretary.

Extracts from the minutes sent to another organization are subject to mandatory certification by a seal.

Genuine copies of the minutes are formed by the secretary in the case according to the type of meetings. For example, "Minutes of general meetings", "Minutes of meetings of the Board of Directors", "Minutes of meetings with the director", etc. Inside the case, the protocols are systematized by numbers and chronology. Cases are formed during the calendar year.