The Company has been responsible for keeping the list of members since 2009, but there are still many questions about the format, method and necessity of keeping it.
Try to answer the main questions.
The Company's Members List is a relatively new document for Russian law (by comparison, it has been in German law for over 100 years). The requirement of its preparation was put in place at the same time as the cancellation of the requirement to specify information about the participants (including the size of their shares) in the Company's Articles of Association, which made it possible to change the structure of the owners without changing the articles of association.
The list of members is an internal document of the Company which may be provided to a member of the Company or other interested person. The Company shall timely update the information in this list.
WHO MAKES AND MAINTAINS THE LIST OF MEMBERS
The Company itself, or more precisely its executive authority, is responsible for maintaining the List of Company Members.
The document shall be signed by the person performing the functions of the sole authority of the Company, and the signature shall be affixed with the Company seal.
As a rule, a person performing the functions of a sole executive authority in the Company is a general director, president, director, managing company, etc.
Signatures of members are not required in the document.
It is recommended to stitch the list of members if it is made on 2 or more pages.
WHEN TO START A LIST OF PARTICIPANTS
The obligation to maintain the list of the Company's members comes from the moment of its registration (creation date).
It is from the date of the Company's registration and not from the date of payment of the share capital.
It should be noted that this rule applies to Companies created after 01.07.2009.
If the Company was established earlier, the obligation to maintain the list of members arises for such Company only from 01.07.2009.
It is important to remember that maintaining a list of members is mandatory, regardless of the number of members in the Company. Even if there is only one member in the Company.
WHAT INFORMATION SHOULD BE INCLUDED IN THE LIST OF MEMBERS
The list should contain the following information:
- nformation about the Company's member
- a physical person:
- Surname First name First name (if any)
- - residential address
- - passport details
- legal entity:
- company's name
- address
- registration details
- Information on the size of shares of participants (including information on payment of shares)
- Information on the amount of shares owned by the Company (including information on the date of transfer/acquisition of shares by the Company)
The nominal value of each share, encumbrances and other information may be included in addition at the discretion of the Company.
Main ways of acquiring a share in the share capital:
- payment upon incorporation;
- share purchase;
- transfer of the share to the Company as a result of the participant's withdrawal from the ownership structure;
- - share inheritance
- etc.
WHERE TO GET DATA?
The necessary information should be provided to the Company by the members themselves. For this purpose the Company may develop a special questionnaire or accept data in any convenient way.
It should be noted that the Law does not establish a time limit within which the Company must be notified of any changes related to the Company's members. In practice, the term "reasonable time" is used.
WHO NEEDS A LIST OF MEMBERS
- Company itself
- Company's members
- bank
- notary
PERIOD OF STORAGE
The law 14-FL does not specify the storage period of the document.
Because we believe that this document(s) should be kept permanently.
©Business Center DINEKA, 06.07.2015ã.
