Authority of Russian LLCs: Directors, Powers of Attorney and Internal Limitations

A contract with a Russian limited liability company — an OOO — may be signed by a General Director, another executive, an employee or an external representative. However, a job title and signature do not themselves prove that the person can legally bind the company.
Authority should be checked at three levels:

1. public authority recorded in the "ЕГРЮЛ" — Unified State Register of Legal Entities (EGRUL);
2. delegated authority under a power of attorney (POA);
3. internal limitations and corporate approval requirements.

These are legally different matters. A person may have no authority at all, or may have general authority but breach an internal restriction. The consequences are not the same.

A Russian OOO normally acts through its sole executive body, usually called the General Director or just Director.

The General Director acts on behalf of the company without a power of attorney. Within the competence of the executive body, the director may represent the company, sign contracts, issue powers of attorney and perform other legal acts.

The company may also be represented by:

• several directors acting independently;
• several directors acting jointly;
• an external management organisation or individual manager;
• an attorney acting under a power of attorney.

A shareholder or "participant" (member/owner) does not have authority merely because they own the company, even if they are the sole participant. A deputy director, commercial director, chief financial officer or chief accountant also cannot normally bind the company solely by virtue of their position.

The General Director acts as an organ of the company. Their authority derives from company law, the charter and the corporate decision appointing them.

An attorney acts under a POA. Their authority is delegated and limited by the wording of that document.

The General Director:

• acts without a power of attorney;
• is normally identified in EGRUL;
• has general executive authority;
• may issue powers of attorney to other persons.

An attorney:

• may perform only the acts expressly or sufficiently covered by the POA;
• must comply with its term and monetary, territorial or contractual limits;
• may lose authority if the power expires, is revoked or otherwise terminates;
• cannot rely on their job title where a valid POA is required.

A corporate power of attorney must be signed by the General Director or another person legally authorised to issue it.

Of course. The charter may require the General Director to obtain prior approval from the participants or the board of directors before entering into certain transactions.

Restrictions may apply, for example, to:

• borrowing above a specified amount;
• guarantees and security;
• sales of real estate or significant assets;
• settlements of major litigation;
• transactions with affiliated parties;
• contracts exceeding a specified value.

However, a breach of an internal restriction does not automatically mean that the director had no authority and that the transaction is void.
The director may still have general authority to represent the company, but may have violated the charter by failing to obtain internal approval. Such a transaction is normally voidable, not automatically invalid.

Russian law generally protects a good-faith counterparty relying on EGRUL.

Where a person is recorded in EGRUL as entitled to act without a power of attorney, an outsider may normally assume that the person has unrestricted authority. The counterparty is not automatically required to examine the charter merely to discover internal limitations.

A transaction exceeding a charter restriction may normally be challenged under Article 174(1) of the Russian Civil Code only if the company proves that the counterparty:

• actually knew about the restriction; or
• should clearly have known about it in the circumstances.

Knowledge may be easier to establish where the counterparty received and reviewed the charter, discussed the approval requirement in correspondence, requested the approval documents or made closing conditional upon such approval.

A routine contractual phrase stating that the General Director acts “pursuant to the charter” does not necessarily prove knowledge of every charter limitation.

Even where the contract remains binding, the director may be liable internally to the company for losses caused by acting outside their permitted authority.

Charter restrictions should be distinguished from statutory approval regimes.

A transaction may qualify as a major transaction if it is outside the company’s ordinary business and concerns property representing at least 25 per cent of the company’s assets, subject to the detailed rules in Article 46 of the Russian LLC Law.

A major transaction may require approval by the participants or, where permitted, the board of directors. The absence of approval does not automatically make the transaction void. Subsequent approval may prevent invalidation, and a challenge generally also depends on whether the counterparty knew or clearly should have known that approval was required.

Interested-party transactions follow a different regime. Prior approval is not automatically mandatory in every case. The absence of approval alone is generally insufficient to invalidate the transaction. Harm to the company and the counterparty’s knowledge of the relevant conflict are also important.

Foreign counsel should therefore determine:

• whether the requirement arises from the charter or statute;
• which corporate body must approve the transaction;
• whether the approval may be given after signing;
• whether the resolution correctly identifies the parties, price and material terms.

A change of director has two relevant dates:

• the date on which the corporate decision appointing or removing the director becomes effective;
• the date on which the change is entered in EGRUL.

The corporate decision is the legal basis for appointment or removal. EGRUL is public evidence on which third parties may rely.

Since 1 September 2024, the decision appointing the sole executive body of an ordinary Russian OOO must generally be notarised. The notary submits the relevant application to EGRUL electronically. Certain statutory exceptions apply to specialised companies.

EGRUL does not normally show the director’s contractual term of office or a reappointment where the same individual remains director. Foreign counsel should therefore request the original appointment decision and all later extension or reappointment decisions.

A change of General Director does not automatically terminate powers of attorney previously issued by the company. Unless revoked or expired, they may remain valid. An incoming director should therefore review and, where necessary, revoke outstanding powers.

The answer depends on the circumstances.

At least, it is necessary to determine whether the director’s authority had actually ended under the relevant corporate decision.

Second, EGRUL must be checked as at the signing date. If the former director remained recorded as entitled to act and the counterparty relied on the register in good faith, the company may still be bound.

A Russian company generally cannot rely against a good-faith counterparty on information that should have been entered in EGRUL but was not, or on the inaccuracy of the company’s own register information.

Third, the counterparty’s knowledge matters. If the counterparty knew that the director had been removed, or EGRUL had already been updated, the former director would normally have no authority based on their previous position.

The transaction may nevertheless bind the company if:

• the former director held a separate valid POA; or
• the company subsequently approved the transaction.

Under Article 183 of the Civil Code, subsequent ratification generally has retrospective effect and binds the company from the original transaction date.

Russian law allows an OOO to have several executive representatives.

The charter may provide that they:

• act independently, so that each director can bind the company alone; or
• act jointly, so that the required directors must sign or act together.

This arrangement must be reflected in EGRUL.

Where EGRUL states that directors act independently, each registered director may normally represent the company alone. Where joint action is required, a contract signed by only one director may not bind the company unless subsequently approved.

Joint executive representation is different from a board of directors. A board usually makes internal corporate decisions, while joint representation determines who must act externally on behalf of the company.

It is also different from a power of attorney issued to several attorneys. Unless the document expressly requires joint action, several attorneys are generally presumed to be able to act separately.

An official EGRUL extract should be obtained from the online service of the Russian Federal Tax Service using the company’s OGRN ("ОГРН"; Primary State Registration Number) or INN ("ИНН"; Taxpayer Identification Number). The electronic extract signed by the tax authority is legally equivalent to an official paper extract.

The reviewer should check:

• the exact company name, OGRN and INN;
• whether the company is active;
• whether it is undergoing liquidation or reorganisation;
• the persons entitled to act without a POA;
• whether several directors act jointly or independently;
• whether authority has been transferred to an external manager;
• the dates of relevant entries;
• any notation that information is unreliable;
• whether the company uses an individual or model charter.

An extract should be generated immediately before signing or closing and retained in the transaction file.

However, EGRUL does not reveal everything. It does not normally show:

• the director’s term of office;
• internal charter limitations;
• corporate approval requirements;
• POAs issued by the company;
• whether a particular contract is a major or interested-party transaction.

EGRUL is therefore the starting point, not the complete authority review.

A POA should be examined for:

• its date of issue;
• its term;
• the identity of the company and attorney;
• the authority of the person who issued it;
• the transactions it covers;
• monetary and other limitations;
• the right of substitution;
• compliance with any required form;
• expiry, revocation or other termination.

A power of attorney without an execution date is void. If no term is specified, it is generally valid for one year from the date of issue.

A corporate POA does not always require notarisation. Notarial form is required in particular where the representative is authorised to enter into a transaction requiring notarial form, file certain state-registration applications or dispose of rights recorded in public registers.

Where the attorney acts under substitution, both the original power and the substitute power should be reviewed. The substitute power cannot grant broader authority or continue longer than the original.

It is also necessary to confirm that the person issuing the power was authorised on the issue date. A power signed by someone who had already ceased to be director may itself be defective.

The Federal Notarial Chamber operates public services for checking notarised POAs and recorded revocations.

For a notarised power, the register may help confirm:

• that the notarial act exists;
• its date and registration details;
• whether termination or revocation has been recorded.

There is also a public register for revocations of powers issued in simple written form.

However, the absence of a revocation entry does not always prove that a simple written power is genuine or still effective. The company may have sent a direct revocation notice that has not been identified through the public search.

For a material transaction, foreign counsel should obtain:

• the POA itself;
• the result of the relevant register check;
• confirmation of the issuer’s authority;
• a recent written confirmation from the company that the power remains in force.

Invalidity and subsequent approvalRussian law distinguishes several situations.

No authority

Where a person had no authority—for example, because the power had expired or been revoked—the transaction normally does not bind the company unless subsequently ratified.

This is not always the same as saying that the transaction is automatically void. Under Article 183, it may remain capable of being adopted by the company.

Breach of an internal restriction

Where the General Director had general representative authority but breached a charter limitation, the transaction is normally voidable under Article 174. It remains effective unless successfully challenged.

Missing corporate approval

A transaction requiring participant or board approval may, depending on the applicable rule, be approved after signing. Later approval may cure the defect or prevent invalidation.

Void transaction or document

A void transaction is invalid irrespective of a court declaration. For example, a power of attorney without a date is void. The underlying contract may nevertheless still be ratified by the company if the problem was the representative’s lack of authority rather than an independent prohibition affecting the transaction itself.

Ratification may be express or inferred from conduct, incl.:

• a formal corporate resolution;
• written confirmation by an authorised body;
• acceptance of performance;
• payment under the contract;
• acknowledgement of the counterparty’s claim;
• implementation of the agreement.

Approval must come from the person or corporate body authorised to enter into or approve that type of transaction. An unauthorised employee cannot cure a defect requiring participant or board approval.

Before entering into a material transaction with a Russian OOO, foreign counsel should normally obtain:

1. A recent official EGRUL extract.
2. The current charter and all amendments, or the official text of the applicable model charter.
3. The decision appointing the General Director, together with all reappointment or extension decisions and evidence of the required notarisation.
4. Documents concerning multiple directors or an external manager, including the rules on joint or independent representation.
5. The complete power-of-attorney chain, including substitution documents, evidence of the issuer’s authority and results of revocation checks.
6. All necessary corporate approvals, including charter consents, major-transaction approvals and relevant interested-party decisions.
7. Financial information needed to classify the transaction, including recent accounts, asset values and information about connected transactions.
8. Signing evidence, including identification of the signatory, electronic-signature certificates and reliable translations.

The agreement should also contain representations that:

• the company has full authority to enter into the transaction;
• the signatory is duly authorised;
• all required approvals have been obtained;
• no relevant POA has been revoked;
• execution does not breach the charter or corporate decisions;
• no change in management or signing authority has occurred since the documents were provided.

A proper authority review should answer four questions:

• Who is recorded in EGRUL as entitled to act?
• What restrictions are contained in the charter?
• Does the transaction require corporate approval?
• If an attorney is signing, is the power valid and still in force?

EGRUL answers only the first question. The charter and corporate resolutions answer the second and third. The POA and revocation registers answer the fourth.

Only where these sources are consistent should foreign counsel treat the company’s signature as legally secure.

This article provides a general overview of Russian law as at 14 July 2026. The result in a particular case may depend on the charter, corporate history, transaction value, regulatory status and the information known to the counterparty at the time of signing.

I advise foreign companies, investors and legal teams on verifying the authority of Russian counterparties, including EGRUL records, corporate charters, director appointments, POAs, revocations and required corporate approvals. Before signing a contract or completing a transaction, I can conduct a focused due diligence review, identify authority risks and provide a clear legal opinion on whether the proposed signatory can validly bind the Russian company.