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Notarization of corporate decision. How to bypass this requirement?

On December 25, 2019, the Russian Supreme Court approved a digest of case law introducing significant amendments to the procedure for certification of decisions adopted by LLC shareholders (including sole shareholder):

Since December 26, 2019 it is required to notarize all decisions adopted by LLC shareholders unless companies provide for another way to adopt (certify) decisions

As indicated above, this requirement applies to sole shareholder decisions which should also be notarized now (Federal Notarial Chamber Letter dated January 15, 2020).

What does this mean in practice?

Companies – whether LLC or JSC – with a sole shareholder will have to bear additional burdens. Corporate decisions (appointment of CEO and/or board of directors, amendments to company charter, approval of preceding financial year results, etc.) must now be notarized.

If the sole shareholder happens to be a foreign company, then decisions must not only be notarized but also apostilled (with its subsequent notarized translation).

How to provide for another way of adopting decisions?

The appropriate amendments should be made to the company charter to provide that it is not necessary to notarize every single decision adopted by the sole shareholder. 

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If you have any questions about charter amendments, please do not hesitate to contact us.  

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