21 January 2016

Imagine a situation quite typical for the business. The company is established by two persons — an investor who invests his money, and the businessman who has the necessary experience and contacts in a particular area of business.

The investor, wanting to retain control of the company, acquires a share in the amount of, say, 80% of the share capital and the entrepreneur — 20%.
That’s just such investors, we have a couple of seemingly very simple, but at the same time very important recommendations, which will be discussed below.
One of our client is faced with a rather banal story. Being a party to the majority of the limited liability company, he had caught the director, at the same time a minority party, so to speak, misuse of company funds. Naturally, one of the first thoughts that should go to the person in such a situation, it is the idea of an immediate cessation of office of the director and the appointment of a new one.
But there it was. Director disappeared, do not forget to bring along the original documents, which included the Charter, certificate of state registration and certificate of tax registration, as well as the keys to the bank-client system.

And it is here that the majority of the client have had serious difficulties.
The number one problem. In accordance with the amendments to the Civil Code, in force since September 2014, unless otherwise stipulated by the Charter, or the decision of members of the Company, adopted unanimously, the protocol of the general meeting must be signed by all participants of a society, or notarized.

And in order to certify the minutes of the general meeting of participants of a notary, you will need proof of the notification to all members of society, and, of course, a set of original documents of the company, including the charter, certificate of registration and certificate of tax registration. For any self-respecting notary who value their license and have heard stories about raids, without presentation of the originals of these documents will not talk to you.

To resolve this problem you need that? Correctly! It is necessary to advance to amend the Articles of Association, and provide it with provisions that eliminate the need for notarization of the minutes of the General Meeting of Members.

Problem number two. To register for the MI FNS override the sole executive body need to fill out a form that requires notarization. Again, the notary will ask you that? You have certainly guessed it — Charter, certificate of registration and certificate of tax registration.

Well, the Constitution still okay. The tax authority can obtain a duplicate. But duplicate certificate of state registration may receive only the current sole executive body. The one who escaped with the original of the certificate. So the circle closes.

Naturally, no hopeless situations, the world is not without good people, and somehow this situation is resolved. But if you, being a majority shareholder or participant in society want to advance podstelit straw, do not forget to make the Charter of the aforementioned changes and pick up a deposited originals of those documents most of which we have many times mentioned above.