Annual General Meeting of Participants: Make It in Time by March 31

For Belarusian businesses, March is not only the beginning of spring but also a period of mandatory corporate reporting. In accordance with Article 36 of the Law of the Republic of Belarus “On Business Entities,” holding an annual general meeting of participants is mandatory for all forms of business entities (JSCs, LLCs, ALCs).

This is a key corporate event at which the company’s performance over the past year is reviewed and decisions affecting the further development of the business are made.

Timing

Under the applicable legislation, the annual general meeting must be held no later than March 31, 2026.

It is important to note that the company’s charter may establish an earlier deadline for holding the meeting. Therefore, before initiating the procedure, it is recommended to review the provisions of your charter: failure to comply with the prescribed timeframe may lead to corporate conflicts among participants.

Consequences of Failure to Hold the Meeting Within the Prescribed Timeframe

Failure to hold the annual general meeting of participants within the statutory timeframe creates a situation of legal uncertainty for the business entity, which may result in:

• the risk of corporate conflicts;

• potential court-ordered compulsion to convene the meeting;

• blockage of the legitimate distribution of profits and approval of annual reporting for external counterparties and banks.

Recommendation: a “belated” meeting can and should be held to regularize corporate documentation, approve annual results, and minimize the risk of the executive body’s activities being deemed unlawful.

Mandatory Agenda Items

The law provides for a list of issues that must be considered at the annual general meeting of participants. These include:

1. Approval of annual reports. Review of the report of the executive body (director or manager) and assessment of the company’s performance for the reporting year.

2. Approval of financial statements. Approval of accounting (financial) statements or data from the income and expenses ledger (for entities applying the simplified taxation system).

3. Distribution of profits and losses. Adoption of a decision on the payment of dividends to participants or on allocating profits to business development.

4. Election of management and supervisory bodies. Election of members of the Board of Directors (Supervisory Board), as well as the audit commission or auditor.

Important: approval of reporting and adoption of decisions on profit distribution is possible only if an auditor’s (internal reviewer’s) opinion is available, and in cases предусмотренных by legislation (for example, for open joint-stock companies or companies with foreign investment), also upon the availability of an external audit opinion. The absence of such documents may serve as grounds for challenging the meeting’s decisions in court.

Formats for Holding the Meeting

The law allows the annual general meeting to be held in various formats:

• In-person format (traditional meeting with the physical presence of participants);

• Absentia format (voting by submitting ballots without personal attendance);

• Remote format (holding the meeting using videoconferencing systems, such as Zoom, Google Meet, or specialized corporate platforms);

• Hybrid format (a combination of in-person and remote participation).

It should be taken into account that the possibility of holding the meeting remotely must be expressly provided for in the company’s charter, and the procedure for participant identification must be regulated by internal local acts.

Top 5 Risks When Holding the Annual Meeting

Failure to comply with the procedures for preparing and conducting the annual general meeting may result in the adopted decisions being declared invalid. In practice, the following risks are the most common:

1. Violation of the procedure for convening the meeting. Failure to comply with the notification deadlines (as a general rule, at least 30 days in advance) or use of an improper method of notification.

2. Lack of quorum. Errors in counting participants’ votes, especially in companies with a large number of participants or a complex capital structure (primarily typical for joint-stock companies).

3. Improper execution of the minutes. Inaccuracies in the wording of decisions may lead to difficulties in dealing with banks, registrars, and government authorities, and may also serve as grounds for challenging the decisions.

4. Errors in adopting decisions on profit distribution. For example, failure to take into account specific rules on dividend payments in companies with foreign participants.

5. Deficiencies in preparing reports and opinions. Absence or improper execution of the internal reviewer’s or external auditor’s opinion may cast doubt on the legitimacy of the adopted decisions.

Timely and proper preparation of the annual general meeting is an important element of the legal security of a business.

We are ready to provide comprehensive legal support, including:

• preparation of the document package for holding the meeting;

• review of the charter for compliance with legislative requirements;

• support in convening and conducting the meeting procedure;

• drafting of minutes and corporate resolutions.

Ensure the legal security of your business today — seek professional support.