Federal Notarial Chamber Clarifies a Number of Issues Regarding the Adoption of Decisions by Participants of an LLC

Dear Colleagues!

The Federal Notarial Chamber (FNC), in its letter dated 06.07.2026 No. 6442/06-06, clarified issues that limited liability companies (LLCs) and the banks servicing them regularly encounter in practice. These clarifications directly affect all those involved in the adoption and implementation of decisions by LLC participants.

We remind you that Federal Law No. 287-FZ dated 08.08.2024 previously introduced a number of important amendments to the legislation on LLCs and JSCs (a detailed review of this topic can be found at the link).

Thus, since 01.09.2024, the decision on the election (appointment) of the sole executive body of an LLC (for example, the general director) must be certified by a notary. When registering such changes in the Unified State Register of Legal Entities (EGRUL), the notary becomes the applicant.

Previously, participants could adopt such a decision without a notary (if an alternative procedure was enshrined in the charter), and then the new director would sign the application for registration himself. Now, participants or their representatives must be personally present before a Russian notary to adopt the decision (with the issuance of a certificate), after which the notary signs and submits the application to the registering authority.

For foreign participants of Russian LLCs, in practice this means two options: either travelling to the Russian Federation and visiting a Russian notary, or issuing a power of attorney to Russian representatives (the power of attorney must be duly legalized and translated into Russian).

At the time the amendments entered into force, clarifications were expected as to whether notarial certification would be mandatory for decisions on the extension of the powers of general directors and on the commencement of liquidation.

In addition, a frequent question from practice was the need for notarial certification, for example, of the extension of the powers of an incumbent director: after all, in essence, the sole executive body does not change in such a case; only the term of its power changes.

The FNC has now provided the relevant clarifications.

Significance of the FNC Letter

The FNC letter is not a normative act and does not change the law. However, the FNC unites all notaries of the country and issues methodological recommendations that are binding. In practice, notaries will be guided by precisely these approaches when certifying decisions of LLC participants. Thus, the Chamber's clarifications are a rigid benchmark for law enforcement practice, including for registering authorities and banks, even if formally they do not change the law. Ignoring them when planning corporate procedures entails the risk of refusal of the notarial act, and consequently of registration of the changes.

1. Extension of the Powers of the Sole Executive Body (Director)

One of the key conclusions concerns the extension of directors' powers.

The FNC explicitly states: the extension of the powers of an incumbent general director is, in its legal sense, his election for a new term.

The decision on the election (appointment) of a director must be certified by a notary in accordance with the law. Consequently, the decision of the general meeting of participants on the extension of powers (or on re-election) must also be certified by a notary.

If the decision is not certified by a notary, it is void – that is, it does not produce legal consequences from the very outset. At the same time, there is no need to file an application for the extension of powers with the EGRUL, since the information about the person entitled to act without a power of attorney remains unchanged.

For companies, this means: a director whose powers have been formally "extended" but not certified by a notary may be recognized as acting without legal grounds, and all transactions signed by him after the expiry of the term may be challenged.

2. Transfer of Powers of the Sole Executive Body to a Managing Organization

The situation is different with the transfer of powers of the sole executive body to a managing organization.

The FNC confirms that mandatory notarial certification is not required for such decisions.

Such a decision may be confirmed by a notary, but may also be formalized in another way if this is provided for by the company's charter or by a unanimous decision of the participants (signing of the minutes by all participants present at the meeting is often used).

3. Decisions of LLC Participants Adopted Outside Russia

A separate block of clarifications concerns decisions of LLC participants adopted outside Russia.

The applicable legislation does not prohibit the certification of such decisions by a foreign notary.

However, a foreign notary can only confirm that a specific person signed the paper in his presence. He does not have access to the Russian register of legal entities (EGRUL), cannot verify the charter of the Russian company or compliance with the specific rules of Russian corporate law. He certifies a signature, whereas Russian law requires certification of the corporate fact of the adoption of a decision.

Furthermore, since 01.09.2024, a rule applies: a notary who has certified a decision on the election (appointment) of the sole executive body of an LLC must independently submit to the tax authority an application for amendments to the EGRUL in electronic form, signed with his enhanced qualified electronic signature. Foreign notaries do not have such capability.

Consequently, in practice, decisions of participants on the appointment of the sole executive body of an LLC cannot be certified by foreign notaries. Thus, for companies with foreign participation, the adoption of decisions regarding sole executive bodies is currently possible before Russian notaries under powers of attorney issued by the foreign participants, which has been actively implemented since the relevant amendments to the law entered into force.

4. Liquidation of an LLC

Another important aspect concerns the liquidation of an LLC. The FNC clarifies that the decision on the appointment of a liquidation commission or liquidator, as a general rule, must be confirmed in the same manner as other decisions of the general meeting of participants. This means that such a decision is subject to notarial certification unless the charter provides for another method of confirming its adoption (for example, signing of the minutes by all participants present at the meeting).

At the same time, the notification of the commencement of liquidation is submitted to the registering authority by the notary who certified the signature of the head of the liquidation commission (liquidator) on such notification.

Since 01.09.2024, it has been legislatively confirmed that the notary transmits to the Federal Tax Service the notification of the formation of the liquidation commission/appointment of the liquidator. Such notification is transmitted, as a rule, simultaneously with the notice that the legal entity is entering the liquidation process. The notification to the Federal Tax Service is transmitted by the notary who certified the liquidator's signature on it, no later than the end of the business day on which the notification was signed.

However, the FNC draws attention: from the moment of appointment of the liquidation commission, the powers to manage the affairs and dispose of the company's property pass to it, which means that the risks of abuse in this area are particularly high. For a company entering liquidation proceedings, this means that an error in formalizing the decision on the appointment of the liquidator may block the entire subsequent procedure.

5. FNC Proposals for Legislative Amendments

The FNC has also formulated proposals for legislative amendments. It proposes to establish mandatory notarial certification of decisions on the appointment of a liquidation commission (liquidator), irrespective of whether the charter provides for alternative methods of confirming the adoption of decisions by participants.

A similar proposal has been made in respect of decisions on the transfer of powers of the sole executive body to a managing organization. If these amendments are adopted, companies will no longer be able to rely on charter alternatives — the notary will become the only legitimate means of confirming such decisions.

Conclusions for Business

Thus, the letter of the Federal Notarial Chamber is a benchmark for law enforcement practice and at the same time a signal of the direction of possible legislative changes. For business, this means that practice is moving towards consolidating notarial certification of participants' decisions as the standard, especially in matters related to the management and liquidation of LLCs.

Ignoring these approaches already creates for a company the risks of decisions being recognized as void, of transactions of the director being challenged, of registration actions being blocked, as well as of bank accounts being blocked.

We constantly monitor legislative changes and will always be happy to answer your questions.