According to the recent decision of the State chief notary public, the Commercial Registrar is entitled not to accept the documents, which do not bear a sequential number. In addition, all the documents have to indicate: the author, name (e.g. decision, notice, etc. except for the letters), date and place of the document. The decision in question concerned the minutes of the shareholders meeting, but it can be inferred that the same rule might apply to any other decisions, minutes of the meeting of the management board/council or similar types of documents.

Therefore there will be absurd situations, when the changes (e.g. changes in the management board or changes in the shareholding structure of the company) will not be registered with the Commercial Registrar, due to the lack of the number or name of the document. In our opinion such a formal approach in determining the legal force of the document obstructs the commercial activity, because the changes are not registered only on the basis of formal reasons.

Therefore, when drafting corporate documents, which have to be subsequently submitted to the Commercial Registrar it is advisable not to forget to insert a number of the document.

Practices involved

Corporate