Changes in the procedure for the registration of legal entities in 2021

Pepeliaev Group advises that there have been changes in the area of the state registration of legal entities.

1. A federal law has been adopted which simplifies the procedure for the state registration of legal entities through notaries

More specifically, it is Federal Law No. 143-FZ “On amending the Federal Law “On the state registration of legal entities and individual entrepreneurs” and article 80 of the Fundamental Principles of the Legislation of the Russian Federation on the Notariate” dated 26 May 2021. The Law takes effect on 25 August 2021.

According to the new Federal Law No. 143-FZ, if a notary verifies a signature on an application according to Form No. R11001 to register a legal entity, the notary is obliged to independently send to the registration authority within one business day the registration documents in electronic form signed by the notary’s qualified electronic signature within the scope of a single notarial act.

If more than one founder is involved in the creation of a legal entity, the application for state registration of the legal entity is to be sent to the registration authority by the notary who has verified the last applicant’s signature on the application for the registration of the legal entity.

2. The procedure has been simplified for the state registration and liquidation of legal entities using the online service of the Russian Federal Tax Service

The Russian Federal Tax Service has recently updated its “State online registration of business” service[1], which now provides an opportunity to reduce the number of errors when documents are filled in and therefore to reduce the potential risks of state registration being refused (suspended).

The obvious benefits of this service include: (a) saving money both on the notary's fees, because there is no need to notarise the signature, and on the state duty, because the service is provided free of charge[2]; (b) saving time, because there is no need to visit the tax inspectorate - you can send and receive (download) documents on the official website of the online service of the Russian Federal Tax Service; (c) the information provided by the applicant being checked promptly; (d) assistance in selecting the All-Russian Classifier of Types of Economic Activity (‘OKVED’) code and a draft charter; the service will also help choose the preferred tax regime; (e) if the company is liquidated, there is an option to send a notification of the liquidation directly to the 'Vestnik gosudarstvennoy registratsii' journal (State Registration Bulletin).

What to think about and what to do

It should be taken into account that the amendments introduced by Federal Law No. 143-FZ do not apply when the applicants are foreign and the documents are prepared outside Russia. In this case, the online procedure will not be available and, as previously, the documents for the state registration of a company may only be submitted in person.

Help from your adviser

Pepeliaev Group’s experts are promptly monitoring amendments in corporate legislation. They are ready to provide support in preparing the necessary documentation for the state registration of a legal entity and to provide recommendations on how to choose the optimal business solutions for any issues of corporate law.

[1] https://service.nalog.ru/gosreg_new/#ip
[2] The state duty is not required if the documents are sent electronically and signed by the applicant’s electronic signature.

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