Differences Between General Meetings in JSCs and LLCs: Legal Analysis

General meetings of participants or shareholders are the key governing body in both limited liability companies (LLCs) and joint-stock companies (JSCs). However, there are significant differences between these corporate forms regarding meeting procedures, quorum requirements, powers, and implementation of decisions.

1. Legal Regulation

LLCs

Activities are regulated by the Law of Ukraine “On Limited and Additional Liability Companies.”

JSCs

Activities are regulated by the Law of Ukraine “On Joint-Stock Companies.”

2. Ownership Structure and Number of Participants

LLCs

May have from 1 to 100 participants.

JSCs

The number of shareholders is unlimited and may include hundreds or thousands of investors.

This directly affects the procedures for convening and organizing meetings.

3. Powers of the General Meeting

In both cases, general meetings:

• approve annual business results;
• make decisions regarding profit distribution;
• amend the company charter;
• elect or dismiss management bodies.

Main Difference

In JSCs, powers are divided between the general meeting, supervisory board, and executive body. In LLCs, the general meeting often has broader authority.

4. Quorum and Voting

LLCs

Decisions are adopted by participants owning more than 50% of shares unless otherwise provided by the charter.

JSCs

The quorum consists of shareholders owning more than 50% of voting shares. Certain decisions require approval by ¾ of the votes of shareholders present.

5. Procedure for Convening Meetings

LLCs

Meetings may be convened at the request of participants holding at least 10% of the authorized capital.

JSCs

Shareholders holding at least 5% of shares may initiate meetings, but the procedure is strictly regulated, including mandatory notification through official channels.

6. Form of Conducting Meetings

LLCs

Meetings are often conducted in simplified written form or even online.

JSCs

Must comply with formal requirements, including public notices, shareholder registration, and preparation of minutes according to a strictly regulated procedure.

7. Decisions and Their Documentation

In LLCs, decisions are documented in minutes of the general meeting. In JSCs, additional documents may be required, including counting commission protocols, voting ballots, registrar extracts, and related corporate records.

Although general meetings in LLCs and JSCs pursue a similar goal — corporate governance — the legal approaches to their organization differ significantly. Business owners and executives should consider the specifics of corporate legislation to avoid procedural violations and preserve the legitimacy of adopted decisions.

The Ukrainian Bar and Real Estate Association provides legal support on corporate governance matters, organization of general meetings, and protection of business participants’ interests.

Contact us — we will help you effectively manage your company within the framework of the law.