In December 2019, the Plenum of the Supreme Court in its review explained the changes made to the Civil Code of the Russian Federation concerning the notarization of resolutions of participants in limited liability companies (referred to below as a Company or LLC). Acsour’s lawyers have already studied this issue in detail and have prepared a short explanatory material for you.
All resolutions of a Company’s participants within the framework of voting in person and the list of those present when such resolutions are adopted must be notarized (in accordance with clause 3, part 3 of the article 67.1 of the Civil Code of the Russian Federation). It should be noted that other methods of confirmation are possible, but should be stipulated in the Charter: the signing of the minutes by everyone involved or by some of the participants; using technical means that allowing the fact of the passing of a resolution to be reliably ascertained; and other methods that do not contradict the law.
The Presidium of the Supreme Court explained that the rule on notarization is applicable to:
– resolutions of a sole participant of an LLC;
– a resolution of the General Meeting to switch to an alternative method of confirming resolutions.
Despite the fact that the above-mentioned article was put into effect in 2014, the Presidium of the Supreme Court of the Russian Federation explained the changes made to the Civil Code of the Russian Federation only this year: now corporate resolutions must be notarized. The amendment entered into force from the date of the approval of the “Review of litigation practice on certain issues of the application of legislation on business entities”, namely, from December 25, 2019.
The above-mentioned review may be of interest to directors of limited liability companies and may serve as an example of litigation practice. Thus, the Presidium of the Supreme Court considered the dispute between an LLC and the registering authority in connection with the latter’s refusal to perform registration actions. The Company intended to make changes to its constituent documents based on an application for their state registration. The set of documents submitted for registration included the minutes of the General Meeting of participants, at which it was resolved to make the appropriate changes. The minutes were not witnessed by a notary; therefore, the registering authority lawfully refused to perform registration actions. Acsour’s Legal Department helps our clients to promptly make appropriate changes to their Charter in terms of establishing the possibility for corporate resolutions to be passed without notarization. Therefore, our clients eliminate the risk of having to make regular trips to the notary to approve each resolution affecting the Charter, whether it is changing the company’s address, company’s name, the powers of the General Director, the list of transactions for approval by the General Meeting of participants, etc. This allows corporate resolutions to be passed promptly, with savings being made to the company’s budget on notarial and legal services, and enables the company’s employees to spend their working time more effectively.