The law on the state registration of legal entities and individual entrepreneurs has been amended
Pepeliaev Group advises that on 27 October 2020 the Russian President signed a Law whereby the registration authority will independently (without the involvement of a legal entity) update the data in the Unified State Register of Legal Entities (the “LE Register”) concerning the name of the legal entity when it is included in the data regarding other legal entities. Also, the timeframe has been extended for legal entities and individual entrepreneurs to inform the registration authority about changes that have been made to the data concerning them that is set out in the LE Register/ the Unified State Register of Individual Entrepreneurs (the “IE Register”).
[1] amends article 5 of the Federal Law “On the state registration of legal entities and individual entrepreneurs” [2] to the effect that a legal entity is not obliged to inform the registration authority about a change in the name of an entity which:
Moreover, the amendments provide that the registration authority will also independently make changes to the LE Register with regard to data on the legal successor of a liquidated entity when this is included in the data on a legal entity of which the liquidated entity was a founder or member. This occurs if the entity concerning which data has been entered into the LE Register that it has been liquidated through a reorganisation in the form of a merger/acquisition is the sole founder or member of such legal entity, or if data is entered into the LE Register that the entity has been liquidated through a reorganisation in the form of a transformation.
The Law also extends from three to seven business days the timeframe within which a legal entity and an IE are obliged to inform the registration authority about the changes in the data concerning them that is set out in the LE Register/IE Register.
The law provides for other changes to bring individual provisions of the Law on the state registration of LEs and IEs into line with the Russian Civil Code.
The amendments will come into force on 26 April 2021.
[2] Federal Law No. 129-FZ “On the state registration of legal entities and individual entrepreneurs” dated 8 August 2001 (also the “Law on the state registration of LEs and IEs”).
[1] amends article 5 of the Federal Law “On the state registration of legal entities and individual entrepreneurs” [2] to the effect that a legal entity is not obliged to inform the registration authority about a change in the name of an entity which:
- is a founder or member of such legal entity;
- is entitled to act on such legal entity’s behalf without a power of attorney;
- is the keeper of the register of such legal entity’s shareholders.
 | According to the current procedure, a legal entity is required to register such changes with respect to the specified entities independently within three business days from the time when such changes have been made [3]. |
Moreover, the amendments provide that the registration authority will also independently make changes to the LE Register with regard to data on the legal successor of a liquidated entity when this is included in the data on a legal entity of which the liquidated entity was a founder or member. This occurs if the entity concerning which data has been entered into the LE Register that it has been liquidated through a reorganisation in the form of a merger/acquisition is the sole founder or member of such legal entity, or if data is entered into the LE Register that the entity has been liquidated through a reorganisation in the form of a transformation.
The Law also extends from three to seven business days the timeframe within which a legal entity and an IE are obliged to inform the registration authority about the changes in the data concerning them that is set out in the LE Register/IE Register.
The law provides for other changes to bring individual provisions of the Law on the state registration of LEs and IEs into line with the Russian Civil Code.
The amendments will come into force on 26 April 2021.
What to think about and what to do
Legal entities and IEs should take into account the amendments the Law has introduced.Help from your adviser
Pepeliaev Group’s experts are ready to offer any legal support in registration procedures as well as to provide comments on contentious issues relating to the application of legislation.[1] Federal Law No. 350-FZ “On amending article 5 of the Federal Law “On the state registration of legal entities and individual entrepreneurs” dated 27 October 2020.
[2] Federal Law No. 129-FZ “On the state registration of legal entities and individual entrepreneurs” dated 8 August 2001 (also the “Law on the state registration of LEs and IEs”).
[3] Article 5(5) of the Law “On state registration of LEs and IEs”.