When operating a Mongolian company, it is important to understand the key between two types of Shareholder Meeting. The most common type of Shareholder Meeting is a “Regular Shareholder Meeting, and is required to be held each year to take care of standard operational business of the company.
The second type is a “Special Shareholder Meeting” which is not mandatory each year, but is called only upon special need to address unique or urgent situations.
Here, we will take a closer look at what you need to know about Regular Shareholder’s Meetings for Mongolian companies. In future blog posts, we will take a deeper dive into the specifics of Special Shareholder Meetings.
When should a regular shareholders meeting be convened
Provision 59.4 of the
Company Law states “The regular shareholders meeting shall be called by the Board
of Directors (in the absence of executive body) and held within four (4) months
following the end of each fiscal year of a company.”
A fiscal year is a
period the organizations estimate their financial statements and do tax
settlements. Countries consider a fiscal year as a period of twelve months, but
it does not necessarily overlap with the calendar year. Therefore, the
financial year varies between countries. As per Mongolia, the fiscal year
commences from January 1st of the year and ends by December 31 of
the same year. Therefore, within 4
months following the end of the fiscal year, it obliges the regular shareholder
meeting to be convened within April of the year.
The
Regular shareholders meeting convened within April of every year by the Board
Of Director’s /Executive management, in the absence of Board of Directors/
resolution.
The meeting shall be
held at least 40 days after the issuance of the Board of Directors or Executive
management decision to convene the shareholders’ meeting. If the company
charter defined the meeting to take place in 45 or 50 days, the same shall adhere.
In case the company charter does not specify a certain period, it shall adhere
40 days, regulated by law.
In connection with legal
requirements, the authorized person is the Board of Directors, and if the Board
of Directors absent the executive management is obliged to convene the
shareholders meeting, in terms of timeline, it’s obliged to conduct the
shareholders meeting within April of every year.
What is the consequence
of not convening the shareholders meeting
In case the shareholder’s meeting was not convened
within April, the Board of Directors authority expires in entirety, except the
right to convene the shareholder’s meeting. From the date, the Board of Directors
authority expires the Board of Directors is incapable of issuing any decision
and if it issued any decision the contracts and deals it executed shall be
invalidated.
Who shall resolve to
convene a shareholders meeting
Board of Directors
Executive management (in the absence
of Board of Directors)
Mandatory agenda for a shareholders
meeting
The mandatory agenda for the
shareholder meeting is to review and approve the Board of Directors conclusion
on the operational report and the financial statement of the company. The company
should responsible the costs associated with the shareholder’s meeting pursuant
to the Company law.