For the past month the country lives in conditions of ruthless struggle against the raiders. With November came into force the law №159-IX, which is presented as a guaranteed protection against hostile takeovers. But the first month of running showed that the main thing that made this law, notaries will be able to earn more. Plus someone did a rise in the forms. Select property and businesses has become more difficult and more expensive. This is fact # 1. But the problem overall is not solved. And that’s a fact, No. 2.
The law “On amendments to some legislative acts regarding the rights of ownership” means adjustments of certain provisions of laws “On limited and additional liability”, “On state registration of legal entities, individual entrepreneurs and community groups”, etc. the Objective is noble: to prevent the villains unlawfully take away someone else’s property. With this bit managed. But there is a second part of the problem – return to owner stolen, she was not settled.
How does raiding work in practice? Journalist Vladislav Sidorenko not long ago described on his page in Facebook one hell of a story. Its meaning is as follows. Not so long ago in Kiev reginula (copied via the registry) to one large financial company of a friend Dmytro Dubilet. He came to the Minister of the Cabinet and complained. The Minister called my colleague the Minister of justice and asked to understand. He gave the team to his assistant.
But time passed and… nothing happened. Each Dubilet decides to act on their own. He comes to the same Registrar as the raiders, and agrees with him – to rewrite the company back to the real owner. In fact, this criminal act. But the reality is that or you lose your business or pay on the black market, because the government is impotent.
Registrar rewrites the company back, returns to the real owner. The raiders turn to the Ministry of justice, the anti-raider Commission, they say, to each Dubilet illegally enter the data in the register with the Registrar. The Commission accepted the complaint. By law the Ministry of justice shall cancel the return of the enterprise to the real owner, and to punish him, and Registrar and to return the property to the raiders. Fearing the Registrar, without waiting for the Commission comes into the registry and removes all their actions. Eventually, the company went back to the raiders.
But then triggered the relationship of the victim with Dubilet. To justice comes as the giraffe on the third day, where the beacon came and asked to “understand”. They finally start to work, consider the complaint other Dubilet and… was confused, decide to postpone the verdict for another week. And yet… to punish the Registrar, which initially served the raiders, and then the real owner. And such examples are on the verge of absurdity thousands. That will change the new law?
The first thing that catches the eye, someone will make a good profit on the printing of special forms of notarial documents, on which are written statements about the entry or the exit of the founders of the company, acts of acceptance-transfer of share capital, resolutions of General meetings determination of the size of the authorized capital and shares of participants, etc.
Whether to protect the form from raiding and “black” notaries? If so, how? According to the interviewed lawyers, probably nothing. Because in fact, protected form, you can write anything and put anyone’s signature. Then prove in court that it’s not your signature, and take the examination.
Introduced the duty of the state Registrar to verify the volume of civil legal capacity of individuals who apply for Commission registration in the state register of rights to real estate and Unified state register of legal entities, individuals – entrepreneurs and community groups. This is necessary in order to be sure that the person who has written authorization, is not dead and not crazy. It will be necessary, apparently, to present personally. And if it is a bedridden invalid of the first group? Then, perhaps, the Registrar needs to get to his house.
Notaries must certify the contracts for the sale of corporate rights in addition to certification regulations and protocols. Registration and records change of the founders should hold the same notary who certified the transaction. If he died or left the profession, assumes a complicated bureaucratic procedure for the appointment of another notary.
Also eliminates the time gap between the transaction of purchase and sale of real estate and registration of the new owner in the registry of property rights. Previously, the procedure took up to five days. This is the right step. But somehow, the innovation does not concern joint-stock companies and limited liability companies. The most common forms of ownership. Apparently, law firms don’t want to stay without pay.
Full extraterritoriality for individuals-entrepreneurs (ie the possibility to register acts, regardless of their location), and limited to legal entities. Conduct registration activities only at the location of immovable property. But this creates problems: suddenly this site will not find the “black” notary or corrupt Registrar? This solves the problem known as “syndrome baryshevsky court” when all decisions are made by the judge or the notary. Scheme allowed to take the property, say, from Kiev following the decision in Transcarpathia.
Liquidated accreditation centers, which was created in 2015 and was granted the right to accredit entities state registration. As a rule, it was a municipal enterprise, through which passed the bulk of raider attacks. Be only authorized state registrars and notaries. But… not clean “black notaries”, and the Registrar-shamedly, as described above. Just those who work in the market of raiding becomes less.
In General, the naked eye can see that many of the changes lobbied notary lobby in their own interests. For them, the law opens wide possibilities for increasing the rate of profit, more earnings and continue to… help the raiders.
Experts say that trained against the raiders slingshot will not become effective deterrents until the anti-raider Commission will work in the described mode. Although the number of highly effective measures was adopted.
The Minister of the Cabinet of Ministers Dmitry Dubilet in September, wrote on his page in Facebook that is now open information about legal entities (usr) began to be published daily, not weekly.
In Ukraine there are several companies that allow for free to track such changes – OpenDataBot, “PrivatBank”, YouControl, LIga, Vkursi. And if the victim of corporate raiding could learn about unexpected changes in the composition of the co-founders of the company with a delay up to a week (during which time the company could have been resold and “get rid of” valuable assets), now the delay will be up to one day. This means that every morning, the lawyers or the owners of the company should start with the trial procedures. Hygiene business, so to speak…
It is also possible to file complaints to the anti-raider Commission in electronic form using iGov. This also reduces the preparation time of the complaint, the passage of the securities at the offices and gather the necessary documents. And removes the formal restriction, because of which half of the entries, written by professional lawyers, was rejected on formal grounds.
Competent changes help very quickly to respond to the consequences of raiding. But do not guarantee the return of property to the owner in the foreseeable time and in full safety. As before, the procedure of the proceedings can drag on for years.
The second caveat is that the punishment for the raiders is still conditional. And increasing penalties for unscrupulous registrars will only cause them to have married. Moreover, no one has still not answered the question, where does “black” notaries and unscrupulous registrars. And where do they go after the first revelations? If you find that none of them spent time in prison, and they continue to work quietly on an adjacent field, about all you can say?! What wonder that in the struggle the raiders, despite the adopted laws and the stated intentions of the government, wins again raiding.