The first regulatory act any business participant (whether a legal entity or an individual entrepreneur) faces in Russia is the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”.
Many participants are likely to have fresh memories on how hard it was sometimes to “pass on” any changes to details of a legal entity. The highlight of the whole procedure was the refusal of a competent authority to register changes, which would consequently lead to another payment of the state fee for reapplication and, contrary to common sense, to the preparation of the whole set of documents, even though the fault was identified in the registration form only.
Federal Law No. 312-ФЗ dated 30.10.2017 “On Introduction of Changes to the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs” in Relation to Cooperation between the Registration Authority and Multifunctional Centers of State and Municipal Services upon State Registration of Legal Entities and Individual Entrepreneurs” introduces a number of changes simplifying the process of state registration from 2018 onwards.
Changes shall be implemented in two stages. The first part of changes has already been effective since April 29, 2018.
The legislator clarifies that e-documents filed for registration shall be signed not only by e-signature, but by an enhanced certified e-signature. Hitherto, this clause caused certain confusion. First-time applicants used to file their documents signed by an ordinary e-signature to the Federal Tax Service Inspectorate and receive a refusal. However, now this discrepancy has been resolved.
Apart from these clarifications, the law introduces a more detailed procedure of cooperation between an applicant, multifunctional center, notary, Public Services portal, and tax authority itself.
Besides, the wording “incorporation documents” was replaced with the wording “incorporation document” throughout the whole regulatory act. In 2001 (when the law was adopted), incorporation documents included agreements made by participants. Now, the only document of this kind is the Articles of Association, therefore, the legislator cancelled the plural form of the term.
Since April 29, 2018 tax authorities and multifunctional centers have to change to electronic communication upon state registration of legal entities and individual entrepreneurs with no hard copies made. It will speed up the receipt of registration results by applicants, as the process will not depend on how fast a multifunctional center could deliver documents to a tax authority and then get its response. Therefore, an applicant applying to a multifunctional center for state registration may expect to get its response within the same time period as stated for applying to a tax authority (three business days for initial registration).
One of the most significant changes effective as of April 29, 2018 covers the procedure of the document receipt after state registration. Thus, now documents related to state registration of legal entities and individual entrepreneurs shall be sent to an applicant by a registration authority in the form of an e-document.
The provision is made for e-documents signed with an enhanced certified e-signature to be sent to an e-mail address of a legal entity or individual entrepreneur registered in the relevant state register, or to an e-mail address specified by an applicant upon filing documents to a registration authority.
The term relevant state register has been clarified neither by the legislator nor by a tax authority itself. We believe that e-mail addresses will be still kept in state registers of legal entities / individual entrepreneurs and used as contact information. The legislator specifies no obligations for registration of such address in any resources or address registration in the name of a legal entity.
It should also be noted, that the practice of filing resolutions on state registration of legal entities in the form of e-documents by a tax authority has already been set out in a number of court orders:
Specifically, it is stated that upon admission to a registration authority of documents specified by the federal law1 in the form of e-documents signed by an e-signature via public data and communications networks, including the Internet, and Public Services Portal of the Russian Federation, as well as upon including information provided for by sub-clause “в.1”, clause 1 or sub-clause “д.1”, clause 2, article 5 of the federal law2 in the application on state registration, the resolution on refusal of state registration shall be sent in the form of an e-document to an e-mail address specified by an applicant. Thereupon, a registration authority is obliged to provide a document specified therein as a hard copy upon the relevant applicant’s request3.
We should also note that although no direct obligation on registering e-mail address details in the Unified State Register of Legal Entities is determined, there is a possibility that in future such details will be required for registering to ensure efficient cooperation with a tax authority. However, the absence of such registered address by now is not critical, because after state registration, documents will be sent, among others, to an e-mail address specified by an applicant upon filing documents to a registration authority4.
In case of filing documents to a registration authority by mail, by hand or in the form of e-documents signed with an enhanced certified e-signature, a registration authority upon the applicant’s request shall provide hard copies certifying the content of e-documents in relation to state registration to an applicant (applicant’s representative). Given the absence of established legal practice, it is considered reasonable to request hard copies until relevant clarifications are introduced by a tax authority.
Besides, in case of filing documents to a registration authority through a multifunctional center or in case a notary provides documents upon the applicant’s request, they are additionally sent in the form of an e-document signed with an enhanced certified e-signature to a multifunctional center or notary respectively. Upon the applicant’s request, multifunctional centers also provide an applicant with a hard copy certifying the content of an e-document received from a registration authority. A notary shall also upon the applicant’s request provide an applicant with documents received from a registration authority in relation to state registration in the form of a hard copy, after notarizing the equal force of a hard copy and an e-document in accordance with the law on notaries.
One of the best news is the fact that from October 1, 2018 onwards, upon reapplication for state registration due to improper set of documents or document execution errors, no state fee shall be required.
Moreover, certain changes will be implemented in relation to notification on the future registration. At the moment, in order to monitor whether any legal entity or individual entrepreneur filed documents for registration to a tax authority you are required to check the website of the Federal Tax Service of Russia and enter required details. From October 1, 2018 onwards, the website will provide an opportunity to make a subscription and receive this information via e-mail. This new feature will allow interested parties to timely file to a tax authority any objections to the future registration of details in the Unified State Register of Legal Entities.
Two new items were introduced to the list of reasons for registration refusals, which shall become effective as of October 1, 2018.
First of all, it is a failure to comply (violation) with the document execution requirements specified by the Federal Tax Service of the Russian Federation. It primarily covers the format of application/notices and their content. For example, failure to specify e-mail address, telephone number, Taxpayer Identification Number (INN), passport details, lower-case lettering, etc5.
Besides, the law introduces misrepresentation as the reason for registration refusals. It may include any misstatement or erroneous information, i.e. errors in the dates and issuing place of the passport, misspelling of names or surnames, wrong document code, etc6.
From October 1, 2018 onwards, the list of reasons for dismissal of an appeal against regional Federal Tax Service Inspectorates shall be enlarged. However, this clause is very vaguely worded. Thus, a superior tax service will dismiss an appeal, if an applicant corrects errors and files the same documents again with no state fee paid after the state registration refusal.
Considering the above-mentioned changes, one may conclude that since this year the process of communication between a tax authority and an applicant has become much simpler. Now all documents may be received via e-mail.
The number of incorporation documents filed for registration and reorganization of a legal entity is reduced, while the list of reasons for refusal (upon filing documents which violate requirements or documents containing misrepresentation) is enlarged.
For the first time ever, the law introduces an opportunity to file documents again within three months after the refusal, and no state fee is required to be paid again. Moreover, there is no need to file a full set of documents again, as one shall file only those documents where errors were identified, which saves a lot of time and cuts applicant’s costs.
As far as future changes to standard registration forms for changes to details of a legal entity (Р13001, Р14001) are concerned, we confirm that no changes were provided by a tax authority yet. Meanwhile, we believe that other changes may be introduced, but only after all the above-mentioned changes become fully effective.
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