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What regulatory and legal acts to rely on when managing public business remotely?
I have been managing a private business for a long time, for some time I do it remotely - I hold meetings via Skype, sign documents, print and send scans, I send the originals once every n months by DHL to the central office.
It does not raise any questions from subordinates, shareholders, or regulatory authorities.
Now I am being invited to the state business (JSC, 100% of whose shares are owned by the state).
Accordingly, the shareholders are represented by the TU of the Federal Property Management Agency. They are not against my work in this format, but they ask me to refer to laws and / or judicial precedents, from which it is unequivocally clear that this is possible, and I am nothing better than the Federal Law of 04/06/2011 N 63-FZ (as amended on 06/23/2016) "About the electronic signature" did not google.
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For the board of directors, the practice is:
Question: Is it possible to hold a meeting of the board of directors through the Skype software?
Answer: This is permissible under the following conditions:
- if the charter of the OJSC, the charter or internal documents of the LLC provide for the possibility of making decisions by the board of directors of the company by absentee voting;
- if the technical means provide the possibility of unambiguous identification of the person participating in such a meeting and his will on the issues put to the vote.
Rationale: According to paragraph 2 of Art. 91, paragraph 4 of Art. 103 of the Civil Code of the Russian Federation, the competence of the management bodies of LLCs and JSCs, as well as the procedure for making decisions by them, are determined in accordance with the Civil Code of the Russian Federation, laws and the charter of the company.
In accordance with paragraph 1 of Art. 68 of the Federal Law of December 26, 1995 N 208-FZ "On Joint Stock Companies", the procedure for holding meetings of the company's board of directors is determined by its charter or internal document. Similarly, it may be possible to make decisions by the company's board of directors by absentee voting.
According to paragraph 2 of Art. 32 of the Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Companies", the procedure for the activities of the board of directors of a company is determined by its charter.
Thus, holding a meeting of the board of directors using the Skype software is permissible if the charter of the OJSC, the charter or internal documents of the LLC provide for the possibility of making decisions by the board of directors of the company by absentee voting.
At the same time, one should proceed from the fact that the technical means should ensure the possibility of unambiguous identification of the person participating in the meeting of the board of directors and his will on the issues put to the vote.
In the Skype program, this requirement is fully met by the video calling functions. A less unequivocal answer follows with regard to voice communication: if the persons participating in the meeting do not know each other well, then it may be difficult to identify each other by voice. And the text messaging feature does not meet these requirements at all, since it is impossible to establish who sent them.
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