The Federation Council of Russia has approved a law introducing mandatory notary certification of decisions on changing a General Director of a limited liability company. This law, which is expected to be signed by the President of Russia in the near future, will come into force on 1 September 2024.
According to the adopted legislation, the decision on the appointment of the General Director must be certified by a notary. This requirement does not apply to credit and non-credit financial organizations and specialized companies established in accordance with securities legislation.
By certifying minutes of a meeting of participants of a company (or a resolution of a sole participant), a notary fully guarantees their legality and reliability. In addition, the notary who has certified a decision to change the General Director must, no later than the next working day, send to the registration authority an electronic application for the introduction of the relevant changes in the Unified State Register of Legal Entities (EGRUL).
Although not directly stipulated by the adopted legislation, we assume that the same procedure will mandatorily apply to prolongation of authorities of already appointed General Directors.
For foreign companies with subsidiaries in the Russian Federation, this means, in particular, that decisions on the change (prolongation of authorities) of General Directors may no longer be executed abroad, since a foreign notary is unable to issue a special certificate and submit the documents for the state registration in Russia. To this end, it is recommended to issue a Power of Attorney to representatives in Russia who will be able to visit the Russian notary to certify the relevant decision.
Our team of experienced professionals is ready to assist you in navigating this new requirement and ensuring the smooth change (prolongation of authorities) of the General Director in your Russian subsidiary