Compulsory requirement for business entities to have a corporate seal is canceled

Two months have passed since the Federal law №82-FL “On amending certain legislative acts of the Russian Federation with regard to the abolishment of a compulsory requirement for business entities to have a corporate seal” as of 06.04.2015 has come into force.

Changes are applied to 15 acting legislative documents, the most important of which are:

• Part II of the Civil Code of the RF;
• The Labor Code of the RF;
• The Arbitration Procedure Code of the RF;
• The Code of Civil Procedure of the RF;
• Laws:
• - №208-FL "On joint-stock companies";
• - №14-FL "On limited liability companies";
• - №39-FL "On securities market";
• - №122-FL " On state registration of rights to real estate and dealings with it";
• - №102-FL "On mortgage (pledge of real estate)";
• - №229-FL "On enforcement proceedings";
• - №44-FL "On the contract system for the procurement of goods, works and services for the supply of government and municipal needs ".

The following federal laws were also amended: on state regulation of the production and circulation of ethyl alcohol and alcohol products; privatization of state and municipal property; protection of legal entities' and individual entrepreneurs' rights in the course of state control (supervision) and municipal control; customs regulation.

The development of the law was carried out in the context of the implementation of measures approved by the Order of the Chairman of the Government of the Russian Federation №317-r «Optimization of procedures for the registration of legal entities and individual entrepreneurs» as of March 7, 2013 and pursuant to the Decree of the President of the Russian Federation on May 7, 2012 № 596 «About long-term state economic policy». When preparing the draft law, the legislature based on international experience enables entrepreneurs to choose methods and means of documents protection and apply modern forms such as digital signature, secure forms, holograms etc.

On the one hand, according to analysts, the presence of the seal does not guarantee the authenticity of the document because of the technologies development; on the other hand, cancellation of seals reduces the level of documents security. This may exacerbate the problem of forgery and thus increase competition in the market of electronic signature certificates.

As a result of generalization the amendments can be summarized in the following key positions:

• the amendments applying only to business entities not required to have a seal, but with the right to have;
• the seal is obligatory for all companies registered before the act came into force;
• information on seal should be spelled out in the statute;
• the seal is equated to the individual attributes of the organization on a par with the logo or trademark, and does not have to be round;
• both at the federal level and in the regulations the obligatory sealing persists in certain cases (strict reporting forms, declarations and other tax statements, etc.).

The majority of experts tend to believe that business entities should not rush to give up the practice of sealing before amending the relevant laws and regulations.

However, the amendments facilitate the process of registration of legal entities, make doing business more secure for entrepreneurs and stimulate further implementation of digital signature, legally relevant electronic documents exchange systems and integrated information support of business.