Minutes recording the decisions taken at the meeting to approve the annual report and financial statements. Its preparation is mandatory by virtue of the requirements of p. 2 of Art. 34 of the Federal Law of 08.02.1998 № 14-FZ “On Limited Liability Companies”, which establishes the timing of such a meeting (not earlier than two and not later than four months after the end of the reporting year). Approval of the financial statements falls within the exclusive competence of the general meeting (subparagraph 6, paragraph 2, Article 33 of the LLC Law), which emphasizes the legal significance of the minutes as a confirmation of the fulfillment of the company's obligations to its participants and controlling bodies.
Structure
The document includes details of the company (name, address, OGRN, TIN), date, place and time of the meeting, data on the participants present (indicating their shares in the authorized capital), as well as information on the quorum. The presence of a quorum (majority of votes of the participants) is a prerequisite for the legitimacy of the meeting (Article 37 of the LLC Law). The minutes also reflect the election of the presiding officer and secretary, which corresponds to the requirements to the procedure for holding meetings (clause 4 of Article 37 of the LLC Law). The agenda, voting and final decisions are formalized in separate sections, ensuring transparency of the procedure.
Voting and decision-making procedure
For each agenda item, the results of voting (“for”, “against”, “abstained”) are recorded, as well as the personal data of the participants who voted against, if they requested that this be entered into the minutes. The decision to approve the minutes is taken by a majority of votes of the total number of participants, unless the Articles of Association provide otherwise (subparagraph 3, paragraph 7, Article 37 of the LLC Law). The counting of votes and certification of the minutes by the presiding officer (with possible certification by a notary or other person under par. 3, paragraph 3, Article 67.1 of the Civil Code of the Russian Federation) ensure the legal validity of the document.
Legal significance of the minutes
Minutes serve as evidence of compliance with corporate procedures and the legality of decisions made. It is obligatory to be kept as part of the company's document flow (clause 2 of Article 50 of the LLC Law) and may be requested by tax authorities, auditors or participants in the event of disputes. The absence of a protocol or its incorrect execution may lead to the recognition of decisions as invalid (Article 181.5 of the Civil Code of the Russian Federation). Thus, the document not only records the fulfillment of the requirements of the law, but also protects the interests of participants and counterparties of the company.