General regulations on compulsory reregistration of the Limited Liability Companies in 2009


On July 01, 2009 the Federal Law as of December 30, 2008 No. 312-FZ "On Introducing Amendments Into Part One of the Civil Code of the Russian Federation and some Legislation Acts of the Russian Federation" came into force essentially changing legal regulation of the activity of Limited Liability Companies (hereinafter – the "LLC").

According to this law amendments have been introduced into the Federal Law No. 14-FZ "On Limited Liability Companies", part one of the Civil Code of the Russian Federation, the Federal Law No. 129-FZ "On State Registration of Legal Entities and Individual Entrepreneurs", which also came into force on July 1, 2009.  
According to the changes entered into these legal acts all LLC which had been registered before July 1, 2009, in the period from July 1, 2009 till December 31, 2010 shall introduce amendments into their Charters, brining them into compliance with the changes and register new editions of the Charters in the registration authority.

The Law requires compulsory reregistration of LLC not later of January 1, 2010.
In case of failure to keep demands of the law in the determined period the registration authority is entitled in the term till June 1, 2010 to seize the court with the request to recognize the Companies which have not passed reregistration as gone out of their activity as legal entities with further exception from the Unified State Register of Legal Entities (hereinafter – the “USRLE”). 

List of the main change:

  • minimum amount of the charter capital of LLC  now does not depend on minimum amount of payment for labour (MAPL) and is established in the fixed amount which is equal 10 000 rubles;
  • Foundation Agreement is not included to the list of constituent documents;
  • founders of the Company bear joint responsibility on commitments, connected with their institution appeared before its state registration;
  • possibility of the participants’ withdrawal from the Company is limited, if it is regulated by the Charter of the Company;
  • withdrawal of all participants from the company is forbidden;
  • change of data on sizes and nominal amounts of participants’ shares are entered into the USRLE on the basis of participant’s application, which is to be sent by notary to the registration authority with enclosure of notarized share purchase agreement;
  • all LLC shall keep a list of their participants from the moment of theregistration;
  • the procedure of privileged  purchase of shares has been changed;
  • signatures and stamps in the share purchase agreement shall be notarized by the notary which will be responsible for the credibility thereof, upon that private notary shall conclude an agreement of compulsory insurance of his activity. 

Services of the Moscow office of "Konnov & Sozanovsky" Attorneys at law on registration of the new edition of the Charter for LLC

The Moscow office of "Konnov & Sozanovsky" Law Firm performs full legal support on registration of new edition of charters for LLC, as well as renders consultative support, related with the changes in legislation on LLC, including:

1. Preparing of the following documents:

  • new Charter of LLC, worked out according to the new demands of legislation and taking into consideration of interests of the client;
  • decision of the single participant or Protocol of the General Meeting of Shareholders on  introduction of amendments to the Charter;
  • list of participants of LLC;
  • application to the tax authority;

Moreover, we perform payment of state duty for registration of amendments and obtaining of the copy of Charter.