How To Cost Effectively Register The Company-Related Changes In The Unified State Register?
The law on registration of legal entities, LLC and ALC came into force several months ago. You can find more detailed analysis of legislative changes in our previous publication. But, unfortunately, there is no single interpretation and, consequently, no understanding of certain regulations and requirements yet, including among the registrars.
Today we will talk about a case from our practice that shows what difficulties can arise when making changes to the information about an LLC and how to avoid them.
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Core of the case: Amendments to the procedure of making changes to an LLC
In January 2020, we were contacted by the Client - a director of the company, which had to register changes to its members: one of the members sold a part of his share. Therefore, a new person (the buyer) had to be included in the list of the company’s members.
According to the Client, their in-house lawyer prepared the relevant documents and organized their signing. But the documents were refused at the Center of Administrative Services, as the administrator was not satisfied with several points:
- The administrator argued that it had to be written “The Acceptance and Transfer Certificate” as it is stated in law, instead of “The Act of Acceptance and Transfer”, as it was stated in the documents;
- Both parties had to draw up a power of attorney certified by a notary: the seller and the buyer, not one of them, as it could be done in the past.
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Legal advice on making changes in the information about LLC
Our specialists have explained to the Client that:
- the abovementioned term is really used in the law. Since these very certificates had to be drawn up on special blanks of notarial documents since November 2, 2019, it was impossible to correct anything there. Therefore, you should think over all the details in advance and coordinate them with the registrar, if possible.
A related question often arises, Who should file the Share Acceptance and Transfer Certificates - the seller, the buyer or both?
This procedure hasn’t been clearly established by the updated legislation. State registrars at the Center of Administrative Services (CAS) usually ask for the power of attorney from all parties involved in the transaction to be safe. That is, if one person has sold several parts of his/her share to five buyers, the CAS employees will ask to submit six powers of attorney: from the seller and from all buyers.
Many notaries do not agree with this practice of state registrars. And notaries are known to act as state registrars.
So, how to make changes to the company’s information under these conditions without being refused and without incurring unnecessary costs? Remaking notarized documents involves additional expenses. Not to mention that it can be difficult to gather several people at one time and in one place. Therefore, it is desirable to coordinate documents with registrars in advance or to contact qualified experts.
If you want to save time and money on the procedure for making changes in the company’s information, don’t hesitate to call us. We will register all changes on the first try and without unnecessary actions.
We are ready to help you!
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