Minutes of the general meeting of LLC participants. Design rules

2024 Author: Howard Calhoun | [email protected]. Last modified: 2023-12-17 10:16

Minutes of the general meeting of participants in an LLC is an extremely important document. The requirements for compiling an OSU protocol are not fixed at the legislative level, however, the customs of business turnover and office work dictate certain rules for its compilation.

Compulsory record keeping

Firstly, the minutes of the meeting of participants in an LLC are a mandatory document confirming the very fact that the meeting was held (and the obligation to hold and the number of mandatory meetings per year is regulated by law and, in some cases, by the Charter of the company).

Secondly, it is in the protocol form that all decisions on the activities of the enterprise are formalized.

The minutes of the general meeting of LLC are kept at the enterprise and must be provided for review to any member of the company at his first request.

As a rule, the director of the enterprise is appointed responsible for keeping the protocols, which must be reflected in his job description.

What is reflected in the protocol

Protocolgeneral meeting of LLC participants is held by the secretary of the meeting or the chairman of the GMS.

Reflected in the protocol:

• date and time the meeting started;
• OS type;
• quorum and OS legitimacy;
• OS agenda;
• speech (abstract) of the participants, questions, discussions, additions;
• voting results on certain issues;
• decisions taken by the JSU.

The minutes of the general meeting of participants in an LLC are signed by all members of the company or the chairman of the meeting and the secretary. The protocol is stitched with obligatory page numbering, sealed with the seal of the enterprise.

It should be noted that the OS protocol may not contain a list of all participants personally, but in this case, a registration sheet of participants must be an obligatory appendix to it, indicating their passport data and the personal signature of each of them. The registration sheet is drawn up in free form and stitched along with the protocol.

Another option would be to keep a log. In this case, the pages of the magazine are numbered, stitched and sealed with the company's seal. The period of storage of such a journal is not limited by any regulatory act.

It is also recommended to keep a record of the work of the counting commission. The counting commission itself is elected by the decision of the meeting, consisting of a chairman and at least one member of the commission. The protocol is signed by the chairman and filed together with the OS protocol.

To regulate all the important points in the procedure for keeping minutes, it is recommended to develop and implement a "Regulation on the procedure for keeping minutes of the OS", which fixes the procedure for compiling, amending, appealing, storing protocols. Such a provision is approved by the head of the enterprise or submitted for discussion by the OS (extremely rare).

All OS protocols must be kept until the liquidation of the company, and then transferred to the archive for storage.

One participant - how to draw up a protocol?

But what if there is only one member in the LLC? Is keeping minutes obligatory or is it enough to draw up the participant's decisions? The law does not make an exception for such societies. The minutes of the general meeting of LLC participants in form and content in this case do not differ in any way from the minutes with a large number of participants.

I would also like to note that the protocol is only a technical way of formalizing the decisions of the participants. Therefore, in the event of a litigation, it will be legally competent to recognize that the decision, and not the minutes of the annual meeting of LLC participants, does not comply with the law. However, shortcomings in the record keeping may become grounds for declaring decisions illegal.