How a Shareholder of a Russian LLC Living Abroad Can Participate in Extending the Director’s Powers

Extending the powers of a director of an LLC is an important corporate decision, which is often complicated by the fact that one or more shareholders of the company are located outside Russia. In such situations, it is important not only to express one’s will but also to comply with all formalities so that the decision cannot be challenged. In this article, we will look at practical options for participation and the role of notarial certification, and we will also point out where professional translation services can be useful in the process.

What Needs to Be Done

To extend the director’s powers, the shareholders must adopt a resolution at a general meeting (or, if there is a single shareholder, the latter must adopt a sole resolution). Under Russian law (Article 67.1 of the Civil Code of the Russian Federation), the fact of adopting such a resolution must be confirmed by one of the following methods:

• notarial certification;
• another method stipulated in the charter (for example, signing the protocol by all shareholders).

If the charter does not provide for an alternative method, notarial certification is mandatory. This is where the main difficulties arise for a shareholder located abroad: a Russian notary must personally certify the procedure or ensure remote participation with proper identification.

Options for Participation by a Shareholder Located Abroad

Option 1. Remote Participation in the General Meeting with Notarial Certification

Starting from 1 March 2025, the law explicitly allows remote meetings, including certification of the fact of decision‑making by a notary.

What is required:

• Charter provision on remote meetings. If such a provision is not in place, amendments to the charter must be made first — this is a separate decision, to which the rules on notarial certification also apply.
• Technical infrastructure. A platform for real‑time broadcasting, access to the meeting materials, and a voting mechanism.
• Identification via an Enhanced Qualified Electronic Signature (UQEP). The shareholder needs an Enhanced Qualified Electronic Signature (UQEP) to participate in the meeting and to obtain notarial certification. The UQEP must be compatible with Russian verification systems.
• Machine‑readable power of attorney (if a representative is acting). If the shareholder appoints a representative, the authority must be confirmed by an electronic power of attorney signed with a UQEP.

The notary joins the broadcast, monitors the quorum and the procedure, and then issues a certificate. As a rule, a paper copy of the certificate can only be obtained by personally visiting the notary’s office or through an authorised representative.

Option 2. Signing the Protocol by All Shareholders (Alternative Method under the Charter)

If the charter allows confirming decisions by the signatures of all shareholders, the procedure is simpler:

• the meeting protocol is prepared;
• the shareholder abroad signs it either manually or with an electronic signature (if this is provided for in the charter and regulations);
• the signature is certified by a notary (either a Russian or a foreign notary — subject to legalisation requirements).

It is important to note: if a foreign notary certifies the signature, the document must be legalised (by apostille or consular legalisation) and translated into Russian, with the translation notarially certified.

Option 3. Resolution of the Sole Shareholder

If there is only one shareholder, they adopt the resolution unilaterally. However, since 1 July 2021, the rule applies that the fact of adopting the resolution must be notarially certified unless another method is stipulated in the charter.

At the same time, remote certification of resolutions adopted by a sole shareholder is not allowed: personal appearance before a Russian notary is required, or the matter must be handled through a chain of powers of attorney and notarial acts, which ultimately still hinges on a Russian notary.

The Role of a Foreign Notary and Legalisation

A foreign notary may certify a shareholder’s signature on a protocol or resolution. However, this is not equivalent to certifying the fact of adopting a corporate decision under Russian law.

For the document to be recognised in Russia:

• Legalisation. If the country is a party to the Hague Convention, an apostille is affixed. If not, consular legalisation is required.
• Translation into Russian. All documents in a foreign language must be translated into Russian. The accuracy of the translation is certified by a Russian notary.

Nuance Regarding the Appointment/Extension of the Sole Executive Body and the EGRUL

Starting from 1 September 2024, the notary who certifies the decision on the election (appointment) of the sole executive body is obliged to send an application to the Federal Tax Service (FTS) to amend the EGRUL in electronic form, signed with their own UQEP. Foreign notaries do not have this technical capability.

This means that even if the protocol with the shareholders’ signatures is executed abroad and legalised, the participation of a Russian notary will still be required to register the amendments in the EGRUL.

How the Alba Translation Agency Can Help with This Procedure

• Translation of protocols and resolutions. Legally accurate translation preserving the document structure and corporate terminology.
• Preparation of translations for notarial certification. Formatting to meet notaries’ requirements, page numbering, and binding (if necessary).
• Support with legalisation. Consultations on obtaining an apostille and consular legalisation, coordination with notaries.
• Glossary of terms. Agreement on uniform terminology for all the company’s documents (especially if there are several shareholders and documents are prepared in different jurisdictions).

Conclusion

A shareholder of a Russian LLC located abroad can participate in extending the director’s powers, but simply signing and sending the document is not enough. The shareholder must either use a remote format while complying with the requirements for identification and notarial certification or proceed via signing the protocol followed by legalisation and translation. In any case, a Russian notary will be the final link in registering the amendments in the EGRUL.

Professional translation and legally precise wording at each stage reduce the risks of the decision being challenged and speed up the registration of amendments.