News in regulating document workflow in the course of state registration of legal entities starting from January 1, 2016

Amended procedure for submitting documents 

Starting from January 1, 2016 in certain events an application for state registration is to be submitted to the Unified State Register of Legal Entities (the “EGRUL”) by a notary only, in particular: 

• When concluding a sale and purchase agreement of a share (or part of a share) in a company’s charter capital;
• When concluding an agreement for pledge of a share (or part of a share) in a company’s charter capital. 

In Letter dated January 11, 2016, the Federal Tax Service explained that the notary shall not only send documents to the EGRUL, but shall also personally sign the respective applications (previously such applications were signed by the seller and/or pledger). That provided, the notary shall send the application to the registering authority only in form of an electronic document signed by an enhanced certified digital signature of such notary. 

Amended procedure for obtaining documents 

Starting from January 1, 2016, in all events when the notary submits documents for state registration, the registering authority shall send to the notary the documents confirming record in the respective state register or denial of state registration. That provided, the registering authority shall not issue such documents in hard copies to the applicant or its representative. 

To see the amendments in detail, please follow the links below:

Federal Law No.14-FZ “On limited liability companies” dated 08.02.1998 (edition dated 29.12.2015) 

Federal Law No.129-FZ “On state registration of legal entities and individual entrepreneurs” dated 08.08.2001 (edition dated 13.07.2015)

Letter No.GD-4-14/52 of the Russian Federal Tax Service “On certain issues related to application of federal laws No.67-FZ dated March 30, 2015, No.209-FZ dated June 29, 2015 and No.391-FZ dated December 29, 2015” dated 11.01.2016

Pavel Karpunin   Partner   St. Petersburg    pkarpunin@cls.ru    Tel.: +7 (812) 346 79 90

Ekaterina Rudova  Principal Associate    Moscow   erudova@cls.ru      Tel.: +7 (495) 970 10 90

Additional notes

Should any questions arise in connection with the above or if you need any additional materials, please contact Pavel Karpunin or Ekaterina Rudova, Capital Legal Services.

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