General Directors Only to be Changed via a Notary?
Deputies friendly with the Ministry of Interior would like to obligate companies to notarize decisions regarding change of general directors. By this they hope to hinder raiders’ activity.
Authors of the innovation propose to obligate companies to present to FTS (who keeps the Unified State Register of Legal Entities) documents confirming authority of the decision on replacing the general director. According to the deputies, this should be done by notaries.
If a decision of the general director’s replacement was made by shareholders, a notary officer will confirm the authenticity of the meeting’s minutes. If company has only one shareholder, the notary officer will certify with his/her signature. Companies will be able to specify in a charter additional instances when the authenticity of shareholders meeting’s minutes must be certified by notary.
A notary officer must check legal capacity of the company, credentials of the employee who invited him, and must personally attend the meeting. But he/she will not be checking the identity of those attending the meeting and their credentials. Therefore the document issued by the notary officer will only authenticate the meeting’s minutes, but will not certify the legality of the decision made, says the draft bill.
Tax authorities will receive the right to refuse registration for the changes in constitutive documents without a notary’s statement. Another reason for refusal – if information about new a general director does not correspond to the data about him received from “official information resources”.
Deputies want to provide the FTS with the right to perform an inspection of documents, an explanatory note says (the draft bill does not include it).
The State Duma is convinced that these measures will benefit the fight against raiders: a tax inspector can check whether the document was indeed certified by a notary officer.
They also suggest allowing tax authorities the right to check the authenticity of documents and extend the term of registration.
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