Legal Newsletter Optimization plan for legal entities and individual entrepreneurs registration procedures. Bulletin, May 2013

Transcription

1 Legal Newsletter Optimization plan for legal entities and individual entrepreneurs registration procedures Bulletin, May 2013

2 Legal newsletter Optimization plan for legal entities and individual entrepreneurs registration procedures May 2013 We hereby present an overview of the most important provisions of the Plan ("roadmap") on "Optimization of legal entities and individual entrepreneurs registration procedures", approved by the Decree of the Russian Government No. 317-r dated March 7, 2013 (hereinafter - the "Implementation Plan"). The Implementation Plan is designed for the purposes of optimizing the procedures related to the state registration of limited liability companies (other than credit organizations, insurance companies and other financial institutions) as the main organizational form of medium and small businesses, reducing the number of certain steps, their total duration and cost. In addition, the implementation of the activities under the "road map" should have a positive impact on the process of the state registration of legal entities of other legal forms, as well as individual entrepreneurs. The purpose of the declared program execution is to improve the investment climate in Russia, and assist in the Russian Federation s inclusion in the top 20 countries of the Doing Business ranking (the report, prepared by the World Bank annually) in For the purposes of said tasks, the Implementation Plan was developed, which includes 3 main areas: I. Optimization of state registration procedure 1. Charter capital payment Currently: In accordance with the effective legislation, the charter capital of a limited liability company as of the day of its state registration must be paid in an amount not less than half by the founders. Proposed changes: The elimination of the requirement for the pre-payment of the charter capital and, as a consequence, the necessity to open a temporary (accumulating) bank account for such payment is proposed. At the same time, the charter capital shall be paid within a period not exceeding two months from the date of the state registration of the company. Expected time: August Model charter usage Currently: At the moment of the establishment of a legal entity, its charter should be approved by the founders and filed with the registration authority. Proposed changes: Legal entities will be entitled to use the model charters approved by a federal executive authority, which would mean the exclusion of the obligation to submit charters to the registration authority for the purposes of the state registration of a legal entity. 3. Notarization of application for registration Currently: Before submitting an application for the state registration of a legal entity to the registration authority, the applicant's signature on the application must be certified by a notary and the application for registration had to be submitted to the registration authority personally by the founder (or via post, however, it may take several months). Proposed changes: The Russian government intends to eliminate the necessity of the notarization of the applicant s signature authenticity on the application for the state registration of a legal entity, and it is planned to introduce 2

3 the possibility of an applicant's representative filing the documents for state registration, acting under a power of attorney. Expected time: July "Registration Agents" It is planned that new participants in relations related to the registration of legal entities and individual entrepreneurs be included, namely, Registration Agents (banks and notaries can act as agents as well). These agents will perform the functions of receiving and further transferring the documents for state registration to the registration authority, as well as evidencing the identity of the founders (participants) of a legal entity or individual entrepreneur. Additionally, such Registration Agents will bear a liability for the provision of false information to the registration authority, as well as for their failure to provide or delay in the submission of information required for inclusion in state registers. Therefore, it can be concluded that Registration Agents could be approached not only for the purposes of registration, but also in cases of making amendments to the state registers of legal entities and individual entrepreneurs. Expected time: December Preliminary examination of documents for registration Currently: The existing procedure for registration does not provide for a preliminary examination of documents submitted for state registration. Proposed changes: Applicants will be entitled to provide the documents submitted for state registration for preliminary examination, in terms of their compliance with the requirements for the preparation of the application form for the registration and completeness of the documents. Expected time: December 2014 II. Optimization of associated processes 1. Elimination of paper certificates Currently: The document confirming the fact of the state registration of legal entities and individual entrepreneurs is a certificate that is issued in a paper form (hard copy). Proposed changes: The Government proposes to abandon the mandatory use of paper documents confirming state registration and, in the case of the submission of documents for registration in the electronic form, to notify legal entities and individual entrepreneurs about their registration in the electronic form. 2. Notification on opening and closing of bank accounts Currently: Legal entities and individual entrepreneurs must notify the tax authorities and appropriate state funds about the opening and closing of bank accounts. Proposed changes: It is proposed to terminate the above-mentioned obligation of legal entities and individual entrepreneurs to notify the tax authorities and state funds about the opening and closing of bank accounts. Herewith, credit organizations, as they do at the present time, will be required to notify the relevant authorities in respect of their customers accounts; however, it is also proposed that their liability be strengthened for any failure to perform this obligation. III. Improvement of online services and information distribution In addition, the Implementation Plan contains a number of actions designed to simplify the procedure of the registration of legal entities and individual entrepreneurs, as follows: 3

4 creation of a section with information about all of the procedures of the registration of legal entities and individual entrepreneurs on the Public Services Portal (Gosuslugi) ( - June 2013; realization of the possibility to verify the uniqueness of the name of a legal entity by sending an online request to the Unified State Register of Legal Entities - June 2013; realization of the possibility to monitor the review process of the application for state registration online - June 2013; establishment of a call-center with a free federal number for consultations in respect of the registration of legal entities and individual entrepreneurs - December It should be mentioned that, at the present time, certain regions have their own callcenters where specialists are available to advise on registration procedures; provision of free online access to information from the Unified State Register of Legal Entities - December

5 BBH Legal LLC provides its clients with legal advisory services in a number of areas of law, including banking and finance, capital markets, M&A, real estate, litigation, corporate and business matters, competition, antimonopoly law and tax law. In connection with the provision of its above-mentioned services, it also prepares and provides basic informational services regarding the most relevant news. This newsletter provides an overview of the Implementation Plan ("roadmap") on "Optimization of legal entities and individual entrepreneurs registration procedures", approved by Decree of the Russian Government No. 317-r dated March 7, 2013.The contents of this newsletter in any case cannot be regarded as advice or legal opinions. The contents hereof do not, and shall not, serve as legal advice of any kind. In the case of your interest, please feel free to contact us and request personalized information, advice and/or consultation. BBH Legal LLC 1st Brestskaya, Moscow Tel: Fax: moscow@bbhlegal.ru 5