The FTS clarified when limited liability companies do not have to submit a notarised decision on increasing their authorised capital for state registration of alterations to constituent documents. According to the Federal Tax Service, it is not necessary to furnish such a decision if the authorised capital has grown through contributions by other companies taken over by LLCin the course of restructuring.
Document: Information of the FTS of Russia
When reviewing complaints related to state registration, the Federal Tax Service often faces disputes over alterations to a legal entity’s constituent documents.
Under law, when increasing its authorised capital, a limited liability company shall submit a notarised decision on increasing its authorised capital for state registration of alterations.
Authorised capital, however, can be increased through contributions by other companies taken over in the course of restructuring. In this situation, there is no need to provide a notarised decision on increasing authorised capital.
This is the conclusion arrived at by the FTS after considering a complaint about a denial of state registration of alterations made to the constituent documents of a limited liability company.