Minutes of the meeting in accordance with 181.2 of the Civil Code of the Russian Federation. Documents for and business. Section i. general provisions

Article 181.2 Adoption of the decision of the meeting

1. The decision of the meeting is considered adopted if the majority of the participants in the meeting voted for it, and at the same time, at least fifty percent of the total number of participants in the corresponding civil society took part in the meeting.

The decision of the meeting may be made by absentee voting, including voting by electronic or other technical means (paragraph two of clause 1 of Article 160 of this Code).

2. If there are several issues on the agenda of the meeting, an independent decision is made on each of them, unless otherwise established unanimously by the meeting participants.

3. A written record of the decision of the meeting is drawn up. The minutes are signed by the chairman of the meeting and the secretary of the meeting.

1) date, time and place of the meeting;

2) information about the persons who took part in the meeting;

1) the date up to which the documents containing information on the voting of members of the civil society were adopted;

2) information about the persons who took part in the voting;

4) information about the persons who carried out the counting of votes;

5) information about the persons who signed the protocol.

Article 181.1. Basic Provisions

1. The rules provided for by this Chapter shall apply, unless otherwise provided by law or in the procedure established by it.

2. The decision of the meeting, with which the law connects civil law consequences, gives rise to the legal consequences to which the decision of the meeting is directed, for all persons who had the right to participate in this meeting (participants legal entity, co-owners, creditors in bankruptcy and others - members of the civil society), as well as for other persons, if this is established by law or follows from the essence of the relationship.

Article 181.2. Decision making of the meeting

The decision of the meeting can be made by absentee voting.

2. If there are several issues on the agenda of the meeting, an independent decision is made on each of them, unless otherwise established unanimously by the meeting participants.

3. A written record of the decision of the meeting is drawn up. The minutes are signed by the chairman of the meeting and the secretary of the meeting.

1) date, time and place of the meeting;

2) information about the persons who took part in the meeting;

1) the date up to which the documents containing information on the voting of members of the civil society were adopted;

2) information about the persons who took part in the voting;

4) information about the persons who carried out the counting of votes;

5) information about the persons who signed the protocol.

Article 181.3. Invalidity of the decision of the meeting

1. The decision of the meeting is invalid on the grounds established by this Code or other laws, by virtue of its recognition as such by the court (a contested decision) or regardless of such recognition (void decision).

An invalid decision of the meeting is contested if it does not follow from the law that the decision is null and void.

2. If the decision of the meeting is published, a message on the recognition by the court of the decision of the meeting as invalid must be published on the basis of the decision of the court in the same publication at the expense of the person who, in accordance with the procedural legislation, incurs court costs. If information about the decision of the meeting is entered in the register, information about the judicial act, which invalidated the decision of the meeting, must also be entered in the corresponding register.

Article 181.4. Contestability of the decision of the meeting

1. The decision of the meeting may be recognized by the court as invalid if the requirements of the law are violated, including if:

1) there has been a significant violation of the procedure for convening, preparing and holding the meeting, which affects the expression of the will of the participants in the meeting;

2) the person speaking on behalf of the meeting participant lacked powers;

3) violation of the equality of rights of the participants of the meeting was committed during its holding;

4) there was a significant violation of the rules for drawing up the minutes, including the rules on the written form of the minutes (paragraph 3 of Article 181.2).

2. The decision of the meeting cannot be recognized by the court as invalid on grounds related to violation of the procedure for making a decision, if it is confirmed by a decision of the subsequent meeting, adopted in accordance with the established procedure before the decision of the court.

3. The decision of the meeting may be challenged in court by a member of the relevant civil society who did not take part in the meeting or who voted against the adoption of the contested decision.

4. The decision of the meeting cannot be recognized by the court as invalid if the vote of the person whose rights are affected by the contested decision could not affect its adoption and the decision of the meeting does not entail significant adverse consequences for this person.

5. The decision of the meeting may be challenged in court within six months from the day when the person whose rights were violated by the adoption of the decision learned or should have learned about it, but not later than within two years from the day when the information about the adopted decision became publicly available to members of the relevant civil society.

6. The person challenging the decision of the meeting must notify the participants of the relevant civil society in advance in writing of their intention to file such a claim with the court and provide them with other information relevant to the case. Participants of the relevant civil society who have not joined such a claim in accordance with the procedure established by procedural legislation, including those who have other grounds for challenging this decision, subsequently do not have the right to apply to the court with demands to challenge this decision, unless the court recognizes the reasons for this appeal are valid.

7. The contested decision of the meeting, recognized by the court as invalid, is invalid from the moment of its adoption.

Article 181.5. The nullity of the decision of the meeting

Unless otherwise provided by law, the decision of the meeting is void if it:

1) adopted on an issue not included in the agenda, unless all members of the relevant civil society took part in the meeting;

2) accepted in the absence of the required quorum;

3) adopted on an issue that does not fall within the competence of the meeting;

4) contradicts the foundations of law and order or morality.

Civil Code, N 51-FZ | Art. 181.2 of the Civil Code of the Russian Federation

Article 181.2 of the Civil Code of the Russian Federation. Decision-making of the meeting (current version)

The decision of the meeting can be made by absentee voting.

2. If there are several issues on the agenda of the meeting, an independent decision is made on each of them, unless otherwise established unanimously by the meeting participants.

3. A written record of the decision of the meeting is drawn up. The minutes are signed by the chairman of the meeting and the secretary of the meeting.

1) date, time and place of the meeting;

2) information about the persons who took part in the meeting;

1) the date up to which the documents containing information on the voting of members of the civil society were adopted;

2) information about the persons who took part in the voting;

4) information about the persons who carried out the counting of votes;

5) information about the persons who signed the protocol.

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Commentary on Art. 181.2 of the Civil Code of the Russian Federation

Judicial practice under article 181.2 of the Civil Code of the Russian Federation:

Decision of the Supreme Court: Determination N 310-ES17-10860, Judicial Collegium for Economic Disputes, cassation
Lyashenko A.G. and Okroyan A.O. applied to the arbitration court with the specified requirements. After examining and evaluating the evidence presented according to the rules of Article 71 of the Arbitration Procedure Code of the Russian Federation, guided by Articles 181.2 -181.4 Civil Code Articles 32-37, 40, 43 of the Law on Companies, the court refused to satisfy the stated requirements, having established that the meeting was convened and held in compliance with the requirements of the current legislation, and the transaction for the alienation of the disputed property was approved accordingly ...
Decision of the Supreme Court: Determination N 5-KG15-185, Judicial Collegium for Civil Cases, cassation
The decision of the meeting can be made by absentee voting (paragraph 2 of paragraph 1 of Article 181.2 of the Civil Code Russian Federation). By virtue of paragraph 1 of Article 181.1 of the Civil Code of the Russian Federation, the rules provided for in Chapter 91 "Decisions of meetings are applied unless otherwise provided by law or in the manner established by it ...
Decision of the Supreme Court: Determination No. 5-KG15-157, Judicial Collegium for Civil Cases, cassation
The Judicial Collegium for Civil Cases of the Supreme Court of the Russian Federation finds the conclusions of the courts not meeting the requirements of the law. According to paragraph 1 of Article 181.2 of the Civil Code of the Russian Federation, the decision of the meeting is considered adopted if the majority of the participants in the meeting voted for it and at the same time at least fifty percent of the total number of participants in the corresponding civil society took part in the meeting ...

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The decision of the meeting can be made by absentee voting.

2. If there are several issues on the agenda of the meeting, an independent decision is made on each of them, unless otherwise established unanimously by the meeting participants.

3. A written record of the decision of the meeting is drawn up. The minutes are signed by the chairman of the meeting and the secretary of the meeting.

1) date, time and place of the meeting;

2) information about the persons who took part in the meeting;

1) the date up to which the documents containing information on the voting of members of the civil society were adopted;

2) information about the persons who took part in the voting;

4) information about the persons who carried out the counting of votes;

5) information about the persons who signed the protocol.

Judicial practice under article 181.2 of the Civil Code of the Russian Federation

The decision of the Supreme Court of the Russian Federation of 03/21/2017 in case N AKPI17-164

The terms of office of members of the Council, members of the Control and Auditing Commission and the President of the Organization, who, in accordance with clause 8.1 of the Charter, acts on its behalf without a power of attorney, expired on September 10, 2010. Minutes of meetings of general meetings containing information on the election of members of the Council, members of the Control and Auditing Commission and President of the Organization for a new term, not submitted for verification. The sent minutes of the general meeting of September 10, 2015, in violation of the requirements of Article 181.2 of the Civil Code of the Russian Federation, does not contain data on the time of its holding, the persons who carried out the counting of votes; creature decisions taken on all issues on the agenda; the results of voting on them; information on the compliance of the issues considered at the general meeting with the competence of this body, as specified in clause 6.7 of the Charter. In addition, the Organization did not comply with the frequency of meetings of the general meeting (once a year).

Determination of the Supreme Court of the Russian Federation of 09.06.2018 N 309-ES18-6764 in case N A71-3427 / 2017

Partially canceling the decision of the court of first instance, the court of appeal was guided by the provisions of Articles 181.2, 181.4, 181.5,,, the Civil Code of the Russian Federation, Articles 44, 45, 46 of the Housing Code of the Russian Federation, the explanations contained in the resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated 23.07 .2009 N "On some issues of the practice of considering disputes over the rights of owners of premises to the common property of a building."

Determination of the Supreme Court of the Russian Federation of 18.07.2018 N 308-ES18-9272 in case N A32-17488 / 2017

After examining and evaluating the evidence presented according to the rules of Article 71 of the Arbitration Procedure Code of the Russian Federation, guided by Articles 181.2 - 181.5 of the Civil Code of the Russian Federation, the provisions of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies", as well as taking into account the entered into force judicial acts in the case N A32-20463 / 2016 and the expert opinion of 02.10.2017 N 2017 / 09-167P, drawn up based on the results of the handwriting examination, the courts rightly refused to satisfy the stated requirements, having come to the conclusion that the plaintiff had not proved his presence in the moment of signing the disputed documents with his own hand in a state in which he was not able to understand the meaning of his actions or to direct them.

Determination of the Supreme Court of the Russian Federation of 23.07.2018 N 305-ES18-9385 in case N A40-31518 / 2017

In a cassation appeal filed with the Supreme Court of the Russian Federation, the applicant asks to cancel the judicial acts that have taken place in the case and to send the case for a new examination, citing a significant violation by the courts of the norms of substantive and procedural law. In support of the arguments of the complaint, the applicant points to misapplication Articles 181.2 of the Civil Code of the Russian Federation (hereinafter referred to as the Civil Code) and Articles 37, 43 of the Federal Law of 08.02.1998 N 14-ФЗ "On Limited Liability Companies" (hereinafter referred to as Law N 14-ФЗ).

Determination of the Supreme Court of the Russian Federation of 12.10.2018 N 304-ES17-21998 (3) in case N A45-11471 / 2014

Partially canceling the judicial act adopted on a separate dispute, the court of appeal, based on the assessment of the evidence presented in the case in accordance with the rules of Chapter 7 of the Arbitration Procedure Code of the Russian Federation, guided by the provisions of Articles 181.2, 181.4, 181.5 of the Civil Code of the Russian Federation, Articles 12, 14 , 15 of the Federal Law of 26.10.2002 N 127-FZ "On insolvency (bankruptcy)", reasonably proceeded from the fact that decisions on controversial issues on the agenda concerning the dishonesty, inexpediency and unreasonable actions (inaction) of the bankruptcy commissioner of the debtor and subject to resolution in judicially, adopted in the absence of the creditors' meeting with the appropriate powers.

Determination of the Supreme Court of the Russian Federation of 10.24.2018 N 305-ES18-16438 in case N A40-199206 / 2015

After examining and evaluating the evidence presented according to the rules of Article 71 of the Arbitration Procedure Code of the Russian Federation, guided by Articles 67.1, 181.2, 181.3, 181.4 of the Civil Code of the Russian Federation, Articles 36, 43 of Law No. 14-FZ, provisions of the Federal Law of 08.08.2001 No. registration of legal entities and individual entrepreneurs ", taking into account the recommendations contained in the information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated December 22, 2005 N 99" On certain issues of the practice of applying the Arbitration Procedure Code of the Russian Federation ", the court satisfied the stated requirements, having come to a reasoned the conclusion that the Company, when calling and holding the contested meetings, did not comply with the requirements established by law and the charter, in connection with which inaccurate information was entered into the Unified State Register of Legal Entities.

Determination of the Supreme Court of the Russian Federation of 10.26.2018 N 302-ES18-17046 in case N A33-20960 / 2017

After evaluating the evidence presented in the case materials according to the rules of Chapter 7 of the Arbitration Procedure Code of the Russian Federation, the court of first instance, guided by the provisions of Articles 65.1, 65.3,, 67.1,,,, 181.1, 181.2, 181.4, Civil Code of the Russian Federation, established that the decision of the general of the meeting of LLC "Arkstroy", accepted by the participants of the company, is certified in a proper way. Since the decision to approve a major transaction was attached to the application for participation in the auction, KGKU UKS had no grounds for disqualifying OOO Arkstroy from participating in the electronic auction. Considering that Arkstroy LLC was unreasonably barred from participating in the auction, which violated its rights and legitimate interests, the court recognized the electronic auction, drawn up by protocol N 0319200013317000048 dated 08/10/2017, invalid. Since the state contract for the construction of the object "Center for Cultural Development in the city of Minusinsk" dated 30.08.2017 N 392-01.4-17 / F.2017.358402, concluded by KGKU "UKS" with LLC "PromStroyInvest" on the basis of the protocol of summing up the results of the electronic auction, was declared invalid N 0319200013317000048 dated 08/10/2017, the court applied the consequences of the invalidity of the transaction in the form of termination of the contract for the future.

Determination of the Constitutional Court of the Russian Federation of 12/20/2018 N 3238-О

Clause 11 of Article 14.1 of the Federal Law "On the turnover of agricultural land", considered in conjunction with clauses 12 and 13 of the same article, is intended to ensure the reliability, openness (publicity) and safety of information on decisions taken at the general meeting of participants in shared ownership of land plot... At the same time, the participants of the general meeting who voted against the adoption of the decision at the in-person general meeting have the right to demand that a note about this be included in the minutes of the general meeting (subparagraph 5 of paragraph 4 of Article 181.2 of the Civil Code of the Russian Federation).

Determination of the Supreme Court of the Russian Federation of 21.01.2019 N 307-ES18-22987 in case N A56-112589 / 2017

After re-examining and evaluating the evidence presented according to the rules of Article 71 of the Arbitration Procedure Code of the Russian Federation, guided by Articles 181.1, 181.2, 181.4 of the Civil Code of the Russian Federation (hereinafter referred to as the Civil Code), Articles 35, 37, 43 of Law N 14-FZ, having analyzed clauses 8.2.3, 8.11 of the Society's charter, the court of appeal, with the conclusions of which the district court agreed, canceled the decision of the first instance and refused to satisfy the stated requirements.

Determination of the Supreme Court of the Russian Federation of 11.12.2017 N 308-ES17-19485 in case N A32-42800 / 2016

Canceling the decision of the court of first instance and refusing to satisfy the requirements, the court of appeal, whose conclusions were upheld by the district court, guided by the provisions of Articles 4, 44, 45, 46, 48, 161 of the Housing Code of the Russian Federation, paragraph 1 of Article 181.2 of the Civil Code of the Russian Federation, establishing, that the appealed decision was made in the presence of the necessary quorum, the will expressed by the owners is confirmed by written explanations and a summary sheet presented in the case materials, so far there have been no complaints from the members of the partnership who took part in the first meeting and from other owners of the house, the administration of such information, as well as evidence of damage caused by the contested decision of the meeting did not provide, the liquidation of the partnership may lead to negative consequences, to influence the tracking of expenses incurred for capital and current repairs of the premises of an apartment building, work already completed, the court concluded that there were no grounds for satisfying the requirements.

Appeal ruling of the Judicial Collegium for Administrative Cases of the Supreme Court of the Russian Federation of 04.04.2018 N 72-APG18-2

According to paragraph 1, subparagraphs 1, 2, 4 of paragraph 4 of Article 181.2, paragraph 2 of Article 181.5 of the Civil Code of the Russian Federation, the decision of the meeting is considered adopted if the majority of the meeting participants voted for it and at the same time at least fifty percent of the total number of participants of the corresponding civil society. A written record of the decision of the meeting is drawn up. The minutes of the results of in-person voting must indicate the date, time and place of the meeting; information about the persons who took part in the meeting; information about the persons who carried out the counting of votes. The decision of the meeting is void if it is adopted in the absence of the required quorum.

The full text of Art. 181.2 of the Civil Code of the Russian Federation with comments. New current edition with additions for 2019. Legal advice on Article 181.2 of the Civil Code of the Russian Federation.

The decision of the meeting can be made by absentee voting.

2. If there are several issues on the agenda of the meeting, an independent decision is made on each of them, unless otherwise established unanimously by the meeting participants.

3. A written record of the decision of the meeting is drawn up. The minutes are signed by the chairman of the meeting and the secretary of the meeting.

4. The protocol on the results of in-person voting must indicate:
1) date, time and place of the meeting;
2) information about the persons who took part in the meeting;

5) information about the persons who voted against the decision of the meeting and who demanded to make an entry about it in the minutes.

5. The protocol on the results of absentee voting must contain:
1) the date up to which the documents containing information on the voting of members of the civil society were adopted;
2) information about the persons who took part in the voting;
3) the results of voting on each item on the agenda;
4) information about the persons who carried out the counting of votes;
5) information about the persons who signed the protocol.

Commentary on Article 181.2 of the Civil Code of the Russian Federation

1. The decision of the general meeting is taken collectively, for certain types of decisions a special procedure for their adoption may be envisaged - unanimously. To make a decision, it is sufficient to have a majority of votes, subject to the legality of the meeting - more than half of the organization's participants took part in it.

The Civil Code of the Russian Federation provides participants with the opportunity to make an absentee decision, i.e. voting on agenda items without personal presence at the place of the meeting. It is impossible to make a decision at the general meeting by absentee voting (that is, both at the general meeting and in the form of absentee voting).

The decision must be taken by the participants on each of the issues included in the agenda, the adoption of a generalized decision on all or several issues is not allowed. A different procedure can be established only by the decision of the participants of the legal entity, adopted unanimously. Refusal of at least one of the participants to make such a decision deprives him of legitimacy and does not allow implementing a different procedure for making decisions on the agenda of the general meeting.

2. Any decision of the general meeting must be drawn up in writing with the assurance of the authenticity of its provisions by the signatures of the participants in this legal entity. The decision of the general meeting is drawn up in minutes, which must be signed by authorized persons. In most cases, two signatures are sufficient: the chairman and the secretary of the meeting. The charter of the organization may provide for the signing of the decision of the general meeting by all the participants present. The content of the protocol is determined by clause 4 of this article, which provides for a set of mandatory details of this document. By decision of the meeting participants, its content may be supplemented by other provisions. One of the novelties of this article is the requirement to indicate the time of the beginning of the general meeting, previously it was sufficient to indicate the date of its holding.

The results of the absentee voting are also documented in a protocol, which is subject to General requirements to the order of its registration. Absentee voting also presupposes a number of peculiarities due to the form of the meeting. The set of such features is defined in clause 5 of this article.

3. Applicable law:
- LCD RF;
- ФЗ dated 08.02.98 N 14-ФЗ "On limited liability companies";
- ФЗ dated 08.05.96 N 41-ФЗ "On production cooperatives";
- ФЗ dated 12.01.96 N 7-ФЗ "On non-profit organizations";
- ФЗ dated 26.12.95 N 208-ФЗ "On Joint Stock Companies".

4. Judicial practice:
- Resolution of the Federal Antimonopoly Service of the Ural District of 12/11/2013 in case N F09-10737 / 2013;
- the cassation ruling of the Sverdlovsk Regional Court dated February 17, 2011 in case N 33-2393 / 2011;
- the appellate ruling of the IC in civil cases of the Sverdlovsk Regional Court dated 06.08.2013 in case N 33-8595 / 2013.

Consultations and comments of lawyers under article 181.2 of the Civil Code of the Russian Federation

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