Information about Legal Entities will be registered electronically

Pepeliaev Group advises that a new form of liaising with tax authorities will be implemented in the near future in relation to registering information about legal entities

On 29 April 2018, amendments to the Federal Law

“On the state registration of legal entities and individual entrepreneurs” will come into force. Such amendments are aimed at switching to

an electronic document management system in relation to the registration of legal entities.

Three general areas of the regulation may be identified.

Firstly, the procedure has been set out in greater detail for interaction between the registration authorities, Multifunctional Centres (at which public and municipal services are provided) and notaries: if documents are filed through the Multifunctional Centres and notaries, they are transferred to the registration authority (including through the inter-departmental electronic interaction system) no later than the following day after the electronic documents are received.

Secondly, the procedure for notifying an applicant of the result of the registration procedure has been changed. Now if a decision is made to register, or to suspend or disallow state registration, the registration authority sends an electronic document containing this decision to the e-mail address of the legal entity, as well as to the e-mail address that was specified when the documents were filed. The way in which the applicant filed the documents is irrelevant. At the same time, the document may be received in paper form:

• when documents are filed personally, by post or in electronic form (through the ‘Gosuslugi’ portal), the registration authority may additionally provide a paper version of the decision on the applicant’s request;
• if documents have been filed through a Multifunctional Centre or notary, the electronic version of the decision is also sent to that same Multifunctional Centre or notary; the Multifunctional Centre or notary may, upon the applicant’s request put together a paper document confirming the content of the electronic one.

Information about the decision that has been adopted must be published on the website of the registration authority.

And thirdly, new requirements have been imposed for documents that must be filed when an application is made to register information about a legal entity:

• when a person has filed the documents directly in electronic form, such documents must be signed with an enhanced encrypted digital signature (previously a simple digital signature was sufficient);
• when a legal entity is founded or reorganised or when amendments are made to the foundation document, only one copy of the foundation document (amendments made to the foundation document) is filed, save in situations when the legal entity acts on the basis of standard-form articles of association.

By analogy with the decision of the registration authority, the foundation document (amendments made to the foundation document) with the mark of the registration authority will be provided, primarily, in the form of an electronic document. A document in paper format will be produced only upon the applicant’s request.

What to think about and what to do

Despite the general positive trend brought about by the above amendments in terms of simplifying interaction with the registration authority, we believe that companies may, at the initial stage, face certain difficulties in connection with the new procedure being introduced.

To minimise the likelihood of such difficulties, we advise as follows:

• update the e-mail address to be used for contacting tax authorities and receiving documents, and determine the persons who will oversee the process of receiving electronic correspondence to the corporate e-mail of the company;
• make sure that an enhanced digital signature is in place (or, if it is not, obtain such signature), if the documents are to be submitted directly in electronic form;
• when calculating the timeframe for the completion of the registration procedure, bear in mind that, when documents are filed through a Multifunctional Centre or notary, the registration authority will receive them on the following day after such documents are submitted to the Multifunctional Centre or notary.

Help from your advisor

Pepeliaev Group’s lawyers will readily provide the necessary legal support on all issues of interaction with registration authorities in line with the new procedure.