Notarized resolutions of the business entities members

According to Review of Judicial Practice on some issues of legislation application on business entities, approved by Presidium of Supreme Court of the Russian Federation, from December 25, 2019 all resolutions of members of business entities (limited liability companies and joint-stock companies) are subject to notarization.

These changes apply to all resolutions adopted after December 25, 2019 and also apply to resolution of the sole member of LLC. Federal Notary Chamber explains that if minutes of the general meeting of members are presented to the notary for notarial action, containing the decision of the general meeting adopted after December 25 and such adoption is not notarized in accordance with the new requirements, the notary will not be able to accept such document for notarization.

Nonetheless it is notable that the company’s articles of association (AoA) may offer the alternative way of resolution confirmation, precisely, adoption of further resolutions without notarization. Thus, members can modify AoA in such way to avoid notary visit every time when new resolution is adopted.

Also, apart from AoA modification members can adopt a separate resolution stated alternative way of confirmation. However, in future in will be necessary to provide such resolution to the state authorities while the AoA implies changes automatically. Thus, it is highly recommended to the businesses to renew AoA pointing out all the necessary provisions.