Starting September 1, 2024, a Russian Notary Must Be Engaged to Elect or Extend Powers of a Director of an LLC

Starting from September 1, 2024, the fact that a decision to elect/appoint the single-person executive body of a limited liability company ("LLC” or "company") must be notarized by a Russian notary.

The notarial form of the resolution on election or appointment of the single-person executive body will become mandatory for all LLCs, except for credit organizations, non-credit financial organizations and specialized companies established in accordance with securities laws, regardless of the method used in the company for the general meeting of shareholders (or sole participant) to confirm the adoption of the resolution and the number of shareholders present at its adoption (if the issue of electing a director is within the competence of the general meeting of shareholders).

We should note in particular that the requirement for the mandatory notarized form of the resolution will also apply to companies in which the issue of electing the single-person executive body is delegated to the board of directors.

In addition, in the event of a change of the director of an LLC under the new amendments, after certifying the fact of the decision, the same notary independently submits an electronic application to the registering authority for making changes to the information on the legal entity contained in the Unified State Register of Legal Entities (the "Companies Register"), acting as the applicant.

Thus, as of September 1, 2024, the procedure for election/appointment of the single-person executive body of an LLC will become fully notarized. If the mandatory notarized form of a resolution on election/appointment of the single-person executive body is not complied with, such a resolution will be deemed void. In addition, a notary will not submit an application for making amendments to the Companies Register if the decision on the election/appointment of the single-person executive body of a company has not been notarized.

The amendments under consideration are introduced by Federal Law No.287-FZ "On amendments to Federal Law ‘On joint stock companies’ and certain legislative acts of the Russian Federation" dated August 8, 2024, which, among others, amends Article 40 of Federal Law No.14-FZ "On limited liability companies" dated February 8, 1998, Articles 103.10 and 103.10-1 of the Fundamentals of Notarial Legislation of the Russian Federation and Article 9 of Federal Law No.129-FZ "On state registration of legal entities and individual entrepreneurs" dated August 08, 2001.

We recommend that companies carefully monitor the term of powers of the single-person executive body and initiate the procedure for extending the powers or changing the director (or management company) in a timely manner. Starting the preparation of documents in advance will be especially important for companies with foreign shareholding.

 

This review was prepared by the CLS Corporate Law practice team – Senior Associate Elizaveta Dvoinishnikova, Associate Ekaterina Shilovskaya and Paralegal Taisiya Paley.

 

 

Additional information

For any questions arising in connection with the foregoing or for additional materials, you may contact Senior Associate Elizaveta Dvoinishnikova (edvoinishnikova@cls.ru) and Associate Ekaterina Shilovskaya (eshilovskaya@cls.ru), or a CLS office in Moscow or St. Petersburg.

This information letter keeps clients of CLS and other interested parties abreast of information that may, to some extent, affect their activity or cater to their interests. The opinions and commentaries expressed in this information letter shall not be deemed legal advice and do not cancel the need to obtain legal advice or legal opinion on separate issues.

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