Several persons with the right to act on behalf of organization without a power of attorney: clarifications of the Federal Tax Service

The question of the possibility of entering information about several persons with the right to act on behalf of a legal entity without a power of attorney into the Unified State Register of Legal Entities has been raising questions among entrepreneurs for a long time. The Federal Tax Service (FTS) explained this situation by clarifying the procedure and requirements of the law.

The key regulatory act governing this issue is the Civil Code of the Russian Federation. In accordance with paragraph 1 of Article 53 of the Civil Code of the Russian Federation, the constituent documents of a legal entity may provide that the authority to represent its interests is granted to several persons acting either jointly or independently. This means that the law is not limited to appointment of only one person with such an authority.

Position of the Federal Tax Service and changes in the Unified State Register of Legal Entities

The Federal Tax Service clearly confirms the possibility of the Unified State Register of Legal Entities containing information on several persons entitled to act on behalf of an organization without a power of attorney. Moreover, starting from September 1, 2020, the Unified State Register of Legal Entities shall reflect information on the nature of the authorities of persons, if there are several of them. This means that for each person authorized to represent an organization without a power of attorney, the following is indicated:

• First and last name (full name for legal entities);
• The nature of authorities: “acts jointly” or “acts independently”.

The distinction between “jointly” and “independently” is critical.

If persons act jointly, then consent of all authorized persons is required to perform any legally significant actions.

If persons act independently, each of them can independently perform actions on behalf of organization without consent of others.

Entering information into the Unified State Register of Legal Entities:

To reflect information about several persons with the right to act without a power of attorney in the Unified State Register of Legal Entities correctly, it is necessary to draw up constituent documents (charter, regulation on directors etc.) correctly. These documents must clearly spell out authorities of each person, as well as indicate the nature of interaction (jointly or independently). Any inaccuracies or ambiguities can lead to problems when making transactions and interacting with government agencies.

Important aspects

Responsibility:

Regardless of whether persons act jointly or independently, they are responsible for their actions with regard to organization and third parties within the scope of the authorities granted to them.

Change of information:

Any changes in persons entitled to act without a power of attorney, or in the nature of their authorities, must be promptly entered into the Unified State Register of Legal Entities.

Specialist consultation:

If there are several persons entitled to act without a power of attorney, it is recommended to contact a lawyer for correct execution of constituent documents and entry of information into the Unified State Register of Legal Entities in order to avoid legal risks.