The term of bringing charters of limited liability companies in accordance with the amended law which was set before January 01, 2010 has been abolished

Federal Law No. 310-FZ as of December 17, 2009 abolished the term of bringing charters of companies established before July 01, 2009 in accordance with the new revision of Part One of the Civil Code of RF and Federal Law No.14-FZ as of February 08, 1998 “On limited liability companies” which was set before January 01, 2010.
Henceforth companies shall be obliged to bring their charters in accordance with the currently active law of the Russian Federation as soon as first amendments to charters of such companies are made.

Not long before there were published explanations of tax inspectorate regarding quite a number of issues related to coming into effect as of July 01, 2009 of amendments to the law on limited liability companies (hereinafter – LLC), including on a form of application and other documents which are to be submitted to tax inspectorate in order to bring charters in accordance with the amended law on LLC, consequences of failure to bring charters in accordance herewith, on a possibility to transfer a share, to change information on location or a company’s director before the indicated “re-registration”, on documents to be submitted to refute information on shares of participants in LLC, contained in the Uniform state register of legal entities (hereinafter – USRLE), etc.

In particular, both cases state that failure to observe the term of bringing charters in accordance with the revised Law on LLC which was set before by the law does not imply that they are to be automatically excluded from USRLE.

Whether this procedure is observed or not – this shall have no effect on a company’s legal capacity.

Excluding from USRLE companies which have failed to fulfill the obligation to include into their charters amendments stipulated by the law upon decision of a registering body has not been provided for.

Besides, the law does not stipulate any special sanctions for companies whose charters are not amended in accordance with the law by January 01, 2010. Charters of such companies shall apply as long as they are in compliance with legislative acts of the Russian Federation as they shall in the current practice.

Moreover, it should be remembered that simultaneously with state registration of amendments to charters of limited liability companies in order to bring them in accordance with the active legislative acts, a registering body shall enter into USRLE information on sizes and par values of participants’ shares in companies under registration. The indicated information shall be checked by notaries public when notarizing transfer or pledge of a share or a part of a share in the charter capital of a limited liability company. Thus, the fact that it is presented in USRLE and, therefore, in the extract from USRLE can facilitate certifying by documents authorities of a person transferring or pledging a share or a part of share to dispose of them.

Abolishment of the above-mentioned term of “re-registration” and introduction of a stipulation on bringing charters of LLC in accordance with the law as soon as first amendments to the law are entered, have made consequences of companies’ delaying the procedure more evident.

Now a company shall present relevant amendments or a new revision of the charter before or simultaneously with presentation of other amendments to the charter to the tax inspectorate.