Upon entry into force of an array of legislative acts in the area of state registration, the following amendments will take place:
- a list of information to be included in the USRLE and USRSP will be supplemented;
- limited liability companies will be able to act in accordance with uniform articles of incorporation;
- the law will define cases when the registering authority includes information in the above registers on its own;
- term for provision of information on the amendments to registering authority will be extended from three to seven days;
- the procedure for filing documents for state registration, rules of interaction with local tax authorities within submission of documents for state registration will be amended.
1. A list of information that is to be included in the USRLE and USRSP is supplemented
The Federal law № 210-FZ dated June 29, 2015 “On including amendments to certain legislative acts of the Russian Federation and invalidating some provisions of legislative acts of the Russian Federation”, which was published on July 1, 2015, amended art. 5 of the Federal law № 129 dated August 08, 2001 “On state registration of legal entities and sole proprietors” (hereinafter – “the Law on state registration”). Under these amendments the USRLE shall also contain the following information:
- on the presence of corporate agreement specifying participants’ rights disproportionally to their shares’ amounts in share capital;
- on the presence of corporate agreement providing for restrictions on alienation of shares and conditions for such alienation.
The Federal law № 350-FZ dated October 27, 2020 “On the inclusion of amendments to article 5 of the Federal law “On state registration of legal entities and sole proprietors” (hereinafter – “Law № 350”) was published on October 27, 2020. The Law № 350 comes into force on April 26, 2021 and modifies the Law on state registration concerning the content of the USRLE and USRSP as well as the procedure for modifying such registers.
Under the Law № 350 the USRLE will be supplemented with the following information:
- on the name of the legal entity in a foreign language or one of languages of the peoples of the Russian Federation;
- on transfer of a share or a part thereof (including shares that are transferred by way of inheritance) in trust management or information on trustee of such share or a part thereof (regarding limited liability companies);
- that the company has one participant (shareholder) and information on such participant.
2. Limited liability companies will conduct its activity in accordance with uniform articles of incorporation
The Federal law № 209-FZ dated June 29, 2015 “On the inclusion of amendments to certain legislative acts of the Russian Federation concerning opportunity for legal entities to use uniform articles of incorporation” provided opportunity for limited liability companies to act in accordance with uniform articles of incorporation. Herewith, under this law a company shall inform the registering authority that it acts under the uniform articles of incorporation under the procedure established by the law on registration of legal entities. The Executive Order of the Federal Tax Service № ЕД-7-14/617@ approved 36 uniform articles of incorporation. The Executive Order of the Federal Tax Service № ЕД-7-14/617@ also provides the opportunity for limited liability companies not to develop its own articles but use the uniform one. As the Executive Order entered into force, the applicant is now able to state the number of uniform articles of incorporation (one out of those thirty - six prepared by the Ministry of Economic Development) in registration form Р11001, according to which legal entity will function.
Therefore, with the entry into force of the Executive Order of the Federal Tax Service № ЕД-7-14/617@ on November 25, 2020, the USRLE is supplemented with the following information:
- on the presence of corporate agreement specifying rights of participants disproportionally to their shares’ amounts in the share capital or providing for restrictions on alienation of shares and conditions for such alienation;
- that the company is conducting its activity in accordance with uniform articles of incorporation;
- on the name of the legal entity in a foreign language or in one of languages of the peoples of the Russian Federation;
- on transfer of a share or a part thereof (including shares that are transferred by way of inheritance) in trust management or trustee of such share or a part thereof (regarding limited liability companies);
- that the company has one participant (shareholder) and information on such participant.
The Law № 350 modifies the maintenance order of the USRLE. The registration authority will have to include certain information to the USRLE on its own (without applicants). Such information comprises:
- data on institutional and legal form of the company in accordance with classifier of institutional and legal forms (within incorporation of the legal entity);
- information on type of incorporation of the legal entity within inclusion of information on incorporation (inter alia by way of reorganization) of the legal entity to the USRLE;
- data on legal succession within inclusion of information on incorporation of a legal entity by way of reorganization into USRLE, termination of a legal entity by way of reorganization and on legal entity that continues its activity as a result of reorganization;
- amendments to information on the name of a legal entity as part of information on other legal entities, where the first entity acts as participant of the latter or is a person authorized to act without power of attorney or register-keeper when the name of the legal entity is modified;
- information on date of state registration of an individual as a sole proprietor as well as on the date of termination of his activity as a sole proprietor.
Another novelty of the Law № 350 is the extension of term for notifying on amendments in the relevant register (USRLE or USRSP) by the legal entity or sole proprietor. The term is currently three days under the Law on state registration but the Law № 350 extends it to seven working days from the date of amendments. This means that when the Law № 350 enters into legal force, i.e. after April 26, 2021, a company will have seven days after the adoption of resolution amending information in USRLE.
5. The procedure for filing documents for state registration, rules of interaction with local tax authorities within submission of documents for state registration is amended
Significant changes in registering actions are provided in the Executive Order of the Federal Tax Service № ЕД-7-14/743@ “On the approval of Procedure for cooperation with registering authority within submitting documents required for state registration of legal entities and sole proprietors and requirements to formation of such electronic documents” which entered into force on November 25, 2020.
Currently the legislation already provides for an opportunity to avoid filing of documents related to state registration directly to the local authorities of Federal Tax Service of Russia and submit them to intermediary bodies instead (notaries, integrated portal for state and municipal services[1]). The above order specifies the procedure for interaction between such intermediaries stating that multifunctional centers for provision of state and municipal services are also parties of such cooperation. A list of documents that are exchanged between participants of cooperation with local authorities of Federal Tax Service of Russia is also modified.
This list of documents will additionally include:
- notification of reorganization of a legal entity;
- documents provided within registration of a legal entity incorporated by way of reorganization under art. 14 of the Law on state registration;
- documents provided for registration under art. 15 of the Law on state registration;
- notification of liquidation of a legal entity;
- documents provided within registration of liquidation of a legal entity under art. 21 of the Law on state registration;
- documents provided within registration of termination of state enterprise, as well as state and municipal agency due to alienation of their property under art. 21.2 of the Law on state registration;
- documents provided within termination of a person’s activity as a sole proprietor under art. 22.3 of the Law in state registration.
- by the applicant – through the use of internet service on the official website of Federal Tax Service of Russia, mobile app or integrated portal for state and municipal services;
- by the notary – through the use of internet service on the official website of Federal Tax Service of Russia or through the use of system of inter-party electronic cooperation and the connected single informational notarial system connected thereto;
- multifunctional center – through the use of a system of interparty electronic cooperation.
All the above amendments shall be regarded positively since they were prepared in order to, first of all, facilitate registration procedures for applicants. Applicants while being parties to business transactions will get access to more information on their counterparties, they will also have more time to notify of the amendments and new technical opportunities for filing applications to registering authorities. The analyzed novelties were designed to make the registration process less labour and time-consuming for applicants.
Ksenia Stepanischeva – Counsel
Ekaterina Pochtareva – Junior Associate
[1] https://www.gosuslugi.ru/legal-entity
[2] https://www.nalog.ru/rn77/about_fts/el_usl/