Notary Participation in Corporate Governance: Do Businesses Need Notarial Protection?

As international experience has shown, notaries can play a vital role in protecting businesses when it comes to corporate relations. The mandatory notarization of decisions taken at limited liability company shareholder meetings which resulted in the redistribution of shares in their authorized capital has led to a number of positive outcomes. It has reduced the number of raids, eliminated fraudulent schemes, and made Russian companies more attractive to investors. Indeed, these and other benefits have led to the role of notaries expanding in corporate life. Today, they help formalize the departure of shareholders, formalize individual corporate decisions, certify convertible loan agreements, and more. Initiatives have been put forward to continue this trend with regard to corporate legal relations. These encompass the certification of decisions taken at meetings held remotely, and the introduction of a mandatory notarial form for decisions relating to changes to sole executive bodies. However, the introduction of binding rules regarding the mandatory notarial certification of certain procedures can in some cases make the process of corporate governance less flexible. What’s more, it generally contradicts the discretionary nature of how civil legal relations are regulated. What factors should legislators take into account when deciding whether to introduce mandatory notarial certification of corporate decisions?