Minutes of an extraordinary general meeting of participants are required to formalize consent to a related-party transaction. According to the Federal Law “On Limited Liability Companies”, an interested party transaction is a transaction in which a member of the Board of Directors, the sole executive body, a member of the collegial executive body or a controlling person of the company is interested.
- Interest shall be determined in the presence of at least one of the following circumstances: a) the person is a party to a transaction or a beneficiary; b) the person controls a legal entity that is a party to the transaction; c) the person holds positions in the management bodies of the legal entity that is a party to the transaction.
- Purposes of approval of interested party transactions a) Prevention of conflict of interests - minimization of the risk of making decisions to the detriment of the interests of the company and its participants. b) Protection of participants' rights - ensuring transparency and fairness in concluding transactions. c) Control over the use of the company's property - prevention of withdrawal of assets from the company. d) Exclusion of abuses on the part of management bodies - reducing the risk of entering into transactions on terms unfavorable for the company.
- Legal consequences of the absence of approval A related-party transaction made without proper approval may be recognized invalid at the suit of the company, a member of the board of directors or a shareholder of the company if it has caused damage to the interests of the company. At the same time, the absence of a protocol of approval is evidence of non-compliance with the approval procedure, which increases the risk of contesting the transaction.
A decision to approve an interested party transaction of an LLC is formalized by drawing up minutes of the general meeting of participants (board of directors) of the company.