The General Participants’ Meeting is the highest governing body of the LLC, and almost all matters fall within its exclusive competence. Should the LLC participants choose to create a Board of Directors, for example, the General Participants’ Meeting may nonetheless only delegate a limited number of matters to the Board.
The General Participants’ Meeting has the exclusive right to:
- Amend the charter;
- Amend the foundation agreement;
- Define the basic goals and directions of the LLC;
- Delegate to a commercial organization or to an individual entrepreneur the authority reserved to the LLC executive and approve the conditions of the agreements with such organizations or persons;
- Assign supplemental rights and duties to the participants in the LLC;
- Approve the annual financial report and the distribution of profits;
- Alter the amount of the charter capital of the LLC;
- Approve regulations governing the internal activities of the LLC; and
- Reorganize or liquidate the LLC, appoint a liquidation commission, and approve the liquidation balance sheet of the LLC.
The daily management of the LLC is the responsibility of the Executive Body, which may be comprised of one person (the General Director) or may consist of both the General Director and the Management Council. The Executive Body is responsible for all matters which do not fall within the authority of either the Board of Directors or the General Participants’ Meeting. The General Participants’ Meeting may choose to delegate the powers of the Executive Body to an external commercial organization or to an individual manager on a contractual basis.
Source: Doing business in Russia by Baker & McKenzie
