Corporate Secretary Services

Mandatory decisions of the company

Mandatory notifications

Mandatory decisions of the company

Managing bodies of companies carry out their functions by making appropriate decisions. Certain decisions are required by Russian laws; such decisions must be in compliance with law and founding documents of the company. For example, shareholders’ meeting must decide on distribution of profits, approval of major transactions or affiliated party transactions, etc.

Procedure of making decisions depends on the legal form of the company, approved internal procedures, structure and powers of managing bodies. Disregard of legal rules and founding documents in the process of making decisions by managing bodies of the company can lead to impossibility of execution of such decisions and to related financial and legal risks. Breach of certain rules of decision-making procedure by managing bodies may also lead to administrative liability.

Mandatory notifications

When making some decisions managing bodies of the company are required to notify Russian state authorities about such decisions. For example, appointment of a new CEO must be registered with Russian tax authorities, and this CEO can act on behalf of the company only after state registration of his appointment.

Compliance with formalities established by Russian laws for making decisions and statutory notifications requires involvement of administrative resources and are often burdensome for business. On the other hand, failure to comply with these procedures may result in unwelcome legal and financial risks.

Lawspells provides corporate secretary outsourcing services. We help our clients properly observe the procedure of making decisions, proper notification of state authorities and state registration. We also advise shareholders, board members and executives of companies with respect to their rights and obligations when making decisions in relation to business management.

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