Notaries thwart raiders and “one-day” firms, when they notarize the decisions of general shareholders’ meetings

Alexander Bolomatov, Partner of the Law Firm "YUST", told the Kommersant newspaper his opinion on the requirement to notarize the decisions of commercial companies’ management bodies introduced a year ago.

Yesterday was the first anniversary of the entry into force of the amendments to the Civil Code requiring notarization of the decisions of the general meetings of shareholders of commercial companies. LLCs and non-public JSCs (NPJSCs) are obliged to notarize the decisions of their management bodies. There are alternatives: an NPJSC may request its registrar to notarize; an LLC is not obliged to notarize if the voting was unanimous, and it may stipulate means and ways that allow solid ascertaining of the fact of taking of the decision in its charter for other cases. But few companies opt for own notarizing, and usually prefer notaries to registrars. Alexander Bolomatov explains: companies go to notaries because this is easier and more convenient, “the notaries have become more business-orientated, and it is much more difficult to reach a deal with a registrar”.

According to the Moscow Notarial Chamber, over 3.6 thousand decisions of general meetings of LLCs and NPJSCs were notarized during the year. The notaries earned not more than 80 million roubles from this, but, as lawyers point out, managed to greatly decrease the amount of raider actions and supported the State’s struggle against one-day firms.

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