What to do in case of the director's conscription?

In the event of the mobilization of a company’s director, it is essential to ensure the continuity of management and the fulfillment of the director's responsibilities. Here are three main approaches to address this situation:

1. Appointing a Signatory

This option involves granting another person the authority to sign documents on behalf of the company.

Steps:

• Prepare a set of documents:
• Application for state registration of changes to the company details.
• Protocol of the general meeting or decision of the sole founder appointing the signatory with powers similar to the director’s.
• Extract from the trade register (if the founder is a non-resident legal entity).
• If necessary, documents confirming the information about the ultimate beneficial owner (UBO): ownership structure and a notarized copy of the document identifying the UBO.
• Submit this set of documents to the state registrar or notary.
• Issue a power of attorney from the LLC (signed by the director) to grant the signatory powers equivalent to the director’s. Notarization is recommended.

Note: This option is only available before the director’s actual mobilization since it requires the director’s presence to sign the power of attorney.

2. Appointing an Acting Director (Interim Director)

In cases where the director can no longer fulfill their duties, an alternative person can be appointed as an acting director.

Steps:

• Prepare a set of documents:
• Application for state registration of changes to the company details.
• Protocol of the general meeting or decision of the sole founder appointing the acting director.
• Extract from the trade register (if the founder is a non-resident legal entity).
• If necessary, documents confirming the information about the UBO.
• Submit this set of documents to the state registrar or notary.
• Prepare additional documents:
• A company order appointing the acting director for the period of the main director’s absence.
• A fixed-term employment contract if necessary.

Note: Afterward, the state registrar will update the company details in the Unified State Register.

3. Representation by the Founder

In the case of the director’s mobilization, the founder can take on the responsibilities of managing and representing the company, provided the founder has the appropriate powers as outlined in the company’s governing documents.

Steps:

• Check the governing documents:
• Ensure that the company’s charter allows the founder to perform the director’s functions or represent the company without additional authorization.
• Formalize the decision:
• If the charter does not include such provisions, a general assembly of the participants (founders) must be held, and a decision must be made to grant the founder management powers.
• State registration of changes and required documents:
• After the decision, submit a set of documents to the state registrar for changes in the Unified State Register of Legal Entities, Individual Entrepreneurs, and Public Formations:
• Application for state registration of changes to the company details.
• Protocol of the general meeting of participants or the sole founder’s decision to grant powers to the founder.
• Charter in the new version (if applicable).
• Documents confirming information about the ultimate beneficial owner (if changes occurred).