Changes in the procedure for performing notarial acts and in the procedure for how sole members of legal entities should adopt resolutions
Pepeliaev Group advises that a Federal Law[1] has been adopted that establishes a procedure for how the register of orders to revoke powers of attorney should be kept and also changes the procedure for how sole members of legal entities should adopt resolutions.
The Law will come into effect on 29 December 2021, except for articles 1(7)-1(9) and article 2 of the Law which came into effect on 1 July 2021 when the Law was officially published. The main changes have been entered in The Fundamental Principles of the Legislation of the Russian Federation on Notaries (the “FPLN”).
Regarding the register of orders to revoke powers of attorney
Under the new rules, the Federal Notarial Chamber (the “FNC”) must keep the Register of Orders to Revoke Powers of Attorney, which should contain only powers of attorney issued in a simple written form and should not contain notarised powers of attorney. An order to revoke a power of attorney should be signed by the grantor or its representative with an enhanced qualified electronic signature.
Under current legislation, information about notarised powers of attorney should be entered in the register of notarial procedures in the Unified Information System (the information is available at https://www.reestr-dover.ru). Under the updated regulation, the FNC will ensure that information about revoked powers of attorney issued in simple written form is provided free of charge through the Internet. It will also be possible to receive an extract from the Register for a fee.
It should be noted that information about revoked powers of attorney issued in simple written form is already available at https://www.reestr-dover.ru/revocations.
 | It appears likely that this information being kept separately in a special register of the FNC will streamline and simplify the revocation of such powers of attorney because now the grantors only need to send an order to this effect. |
The Law does not require mandatory notarial revocation for powers of attorney issued in simple written form. This instrument will serve for companies and individuals to check their contracting parties and can also be used in bankruptcy procedures. The FNC explains: “…at present, a serious problem exists in connection with these documents - the procedure for revoking them is unreasonably long and inconvenient. In order to do this, the grantor now has to send information to an official bulletin that publishes information on bankruptcies and wait for another month from this date. The power of attorney will be treated as revoked only after this time has passed”[2].
Regarding the procedure for how sole members of legal entities should adopt resolutions
On 1 July 2021, amendments came into force that apply to the notarisation of resolutions of the sole member of a legal entity (article 103.10-1 of the FPLN). The Law has provided a detailed procedure for the notarisation of such resolutions.
Also, amendments have come into effect to Federal Law “On limited liability companies”: the amended article 39 of the Law underscores that, in the cases provided for by the Federal Law, resolutions of the sole member of an LLC should be confirmed by way of notarisation.
Article 17 of the Federal Law on LLCs has also been amended: starting from 1 July 2021, the article requires that a resolution of the sole member to increase the issued capital also be notarised.
What to think about and what to do
With respect to amendments set out in Federal Law No. 267-FZ, it is important to note that the FNC will begin to keep the Register of Orders to Revoke Powers of Attorney at the end of 2021.
It is also necessary to take into account that legislators require that the sole member’s resolutions be notarised in the cases established by the federal law, but according to the case law, the notarisation of such resolutions has been mandatory since 2019. Any other method of confirming these resolutions needs to be specified separately - usually, this is done in the company’s charter.
Help from your adviser
Pepeliaev Group’s specialists are carrying out real-time monitoring of amendments in corporate legislation. They are ready to provide support in preparing the necessary documentation for holding meetings of a legal entity's members or for resolutions to be adopted by the sole member and to provide recommendations on how to choose the optimal business solutions for any issues of corporate law.
[1] Federal Law No. 267-FZ “On amending individual items of the legislation of the Russian Federation” dated 1 July 2021.
[2] Information published on 8 July 2021 by the FNC: “July 2021 has begun with new competencies for the notariat”