Reasons for denial of state registration

The list of reasons for denial of state registration has been expanded since 2016.. Thus, according to Federal Law 129, denial is allowed in case of:

1. non-submission of required documents;
2. submission of documents to the wrong registration authority;
3. most registration actions involving legal entities in respect of which a decision was made to liquidate;
4. non-compliance with the notarial form (when necessary) of the documents;
5. signing an application by an unauthorized person;
6. the exit of the members of a limited liability company as a result of which there is not a member left in the company;;
7. inconsistencies of the name of the legal entity with the requirements of the law;
8. discrepancies between the information about the identity document of a citizen of the Russian Federation specified in the application for state registration and the information available to the registering authority (received by the registering authority from the authorities that issue or replace such documents)
9. receipt by the registering authority of an individual's objection to the forthcoming entry of data on him/her in the Unified State Register of Legal Entities;
10. upon receipt (availability) of a judicial act or an act of a court bailiff-executor containing an injunction to perform certain registration actions by the registering authority;
11. if a member of the legal entity ( individual) or an individual entrepreneur, on the basis of a court judgment that has come into force, is deprived of the right to engage in entrepreneurial activity for a certain period of time and such period has not expired;
12. if the period of disqualification has not expired for an individual who is a director (acting on behalf of a management company/manager) of the company;
13. if the registering authority has confirmed information that the information contained in the documents submitted to the registering authority is not reliable;
14. failure to comply with the obligation to notify creditors in the process of reorganization, in the process of decreasing the share capital;
15. if documents are submitted to the registering authority to include information on the member/director in respect of one of the following persons:
    • holding at least 50% of the votes (or having the right to act on behalf of such legal entity without a power of attorney) at the time of the company's removal from the Unified State Register of Legal Entities as a non-operating legal entity, provided that the company was in debt to the budget - within 3 years from the date of its removal from the Unified State Register of Legal Entities.
    • who are the persons entitled to act without a power of attorney on behalf of a legal entity (or holding at least 50% of the votes), in respect of which the Uniform State Register of Legal Entities contains an entry about the inaccuracy of information (within 3 years from the date of making the entry), or there is an unfulfilled court decision on liquidation of a legal entity;
16. failure to comply with the established procedure for liquidation or reorganization;

The decision must necessarily contain a reason for denial with reference to the violations. The decision on denial is made within the period provided for state registration (for most reg.actions it is 5 working days).

In case of refusal in the state registration the submitted documents are not subject to return. The registering authority shall ensure accounting and storage of all submitted documents.

The state duty paid is not refundable either.