The minutes of the general meeting of LLC participants are an extremely important document. The requirements for compiling the OSU protocol are not fixed at the legislative level, however, the customs of business circulation and office work dictate certain rules for its compilation.
Mandatory Protocol
Firstly, the minutes of the meeting of LLC participants are a mandatory document confirming the fact that the meeting was held (and the obligation to conduct 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 made out.
The minutes of the general meeting of the LLC are stored at the enterprise and should be made available to any member of the company upon request.
As a rule, the director of the enterprise is appointed responsible for storing the protocols, which must be reflected in his job description.
What is reflected in the protocol
The minutes of the general meeting of LLC participants are maintained by the meeting secretary or the chairman of the OSU.
The protocol shall reflect:
- date and time of the beginning of the meeting;
- OS type
- OS quorum and legitimacy
- OS agenda
- presentations (thesis) of participants, questions, discussions, additions;
- voting results on certain issues;
- decisions taken by the OSU.
The minutes of the general meeting of LLC participants are signed by all members of the company or the chairman of the meeting and the secretary. The protocol is flashed with mandatory
pagination, sealed with the seal of the enterprise.
It should be noted that the OS protocol may not contain a listing of all participants in person, but in this case, the list of participants should be a mandatory annex to it, indicating their passport data and personal signature of each of them. The registration sheet is compiled in free form and is stitched together with the protocol.
Another option would be to keep a logbook. In this case, the pages of the journal are numbered, stitched and sealed with the seal of the enterprise. The shelf life 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 decision of the meeting, consisting of the 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 protocol procedure, it is recommended to develop and implement the "Regulation on the procedure for maintaining the OS protocol", which will fix the procedure for compiling, amending, appealing, storing protocols. This situation is approved by the head of the enterprise or is submitted for discussion by the OS (extremely rare).
All OS protocols must be stored 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 participant in the LLC? Is it necessary to keep a protocol or is it enough to draw up decisions of a participant? The law makes no exception for such societies. The protocol of the general meeting of LLC participants in form and content is no different in this case from the protocol 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 participants. Therefore, in the event of a legal dispute, it will be legally competent to recognize as a decision not the law, and not the protocol of the annual meeting of LLC participants. However, flaws in the maintenance of the protocol may become the basis for declaring the decisions illegal.