Remote Participation by Members of Boards of Directors (Supervisory Boards) in the Activities of Business Entities: Legal Forms and Implications

The paper examines the substance and practical issues arising from the application of statutory provisions governing decision‑making by collegial management bodies of business entities — namely, boards of directors (supervisory boards) and collegial executive bodies — through remote electronic forms of participation. The relevant amendments introduced in 2024 to Federal Law No. 208‑FZ dated 26 December 1995 «On Joint‑Stock Companies» and Federal Law No. 14‑FZ dated 8 February 1998 «On Limited Liability Companies» further developed the regulation of remote participation in meetings (by electronic or other technical means), which had been formally recognized following the adoption of Federal Law No. 225‑FZ dated 28 June 2021 «On Amendments to Part One of the Civil Code of the Russian Federation». Whereas the Civil Code of the Russian Federation (Article 181.2) establishes general provisions on the possibility of holding meetings and adopting decisions by civil‑law communities, the 2024 amendments introduced special rules specifically governing the remote conduct of meetings and the adoption of decisions (through electronic or other technical means) by boards of directors (supervisory boards) of business entities. The author analyzes in detail the distinctive features of this new regulatory framework, highlighting its differences from the rules governing remote participation in general meetings of shareholders of joint‑stock companies and in general meetings of participants of limited liability companies. The study also identifies divergences in regulatory approaches between the two federal laws. The paper formulates conclusions regarding the principal shortcomings of the current regulation, proposes means of addressing them, and advances specific recommendations for legislative reform.

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