Challenging Actions of a State Registrar or Notary

VINCO’S Legal Company assists clients in challenging unlawful decisions, actions or omissions of state registrars, notaries and registration authorities in corporate disputes, raiding cases, disputes over changes of directors, participants, beneficiaries, charter, address or other information about a legal entity in the Unified State Register.

Such disputes require fast response. An unlawful registration action may immediately affect company management, bank accounts, contracts, access to documents, assets and business reputation. Therefore, it is important to choose the correct remedy: a complaint to the Ministry of Justice of Ukraine or its territorial body, court proceedings, interim measures, or a combined strategy.

• the Unified State Register unlawfully shows a new director, participant, participant structure, share size or ultimate beneficial owner;
• a registrar or notary carried out a registration action based on questionable minutes, decision, share transfer act or power of attorney;
• the company address was changed without the will of the owners or authorized corporate body;
• a registration action was carried out without proper documents, without checking the applicant’s authority or in breach of procedure;
• the registrar refused to carry out a lawful registration action;
• the registration action became part of a raiding attack or corporate conflict;
• there is a risk of further register changes, asset withdrawal, blocking of bank accounts or loss of control over the business.

Decisions, actions or omissions in the field of state registration may be challenged. In corporate disputes, this usually concerns registration actions related to legal entities: changes of director, participants, charter, address, management bodies, beneficiaries, branches or other data contained in the Unified State Register.

• a registration action carried out by a state registrar or notary;
• a decision refusing state registration;
• omission during document review or failure to carry out a required registration action;
• actions of a registration authority or territorial body of the Ministry of Justice;
• a decision issued after consideration of a complaint, if it violates the client’s rights.

A complaint to the Ministry of Justice of Ukraine or its territorial body may be an efficient tool when it is necessary to quickly cancel an unlawful registration action or challenge a decision, action or omission in the field of state registration. This remedy is appropriate where the dispute is focused on procedural registration violations.

At the same time, administrative appeal has clear limits. The complaint may be filed by a person whose rights have been violated. It is crucial to meet the deadline, describe the challenged action, prove the violation of rights, formulate the requested remedy and attach supporting documents.

• a complaint against a decision, action or omission of a registrar or registration authority is generally filed within two months from the date when the person learned or could have learned about the violation, but not later than one year from the relevant action or decision;
• restoration of the complaint filing deadline is not allowed;
• filing a complaint does not by itself suspend the challenged registration action;
• if court proceedings with the same subject matter are pending, the complaint may be left without consideration on the merits;
• following review, the authority may satisfy the complaint, reject it or leave it without consideration on the merits.

Court protection is required when the dispute is not only registration-related but also corporate in substance: invalidation of general meeting decisions, share transfer acts, share purchase agreements, restoration of the participant structure, confirmation of the lawful director, or cancellation of a registration action as a consequence of unlawful corporate documents.

In court, claims concerning corporate documents, registration actions and their consequences may be combined. Interim measures are also important, for example a prohibition on registrars carrying out new registration actions in relation to the company until the dispute is resolved.

• documents were submitted by a person without proper authority;
• forged minutes, decisions, statements, powers of attorney or share transfer acts were used;
• requirements for notarization or signature authenticity were breached;
• changes were registered without the necessary decision of the company’s governing body;
• the procedure for convening and holding the general meeting was violated;
• restrictions established by the charter or law were ignored;
• the submitted documents did not comply with legal requirements;
• the registrar breached the principles of state registration or acted beyond authority.

• the current register status of the company and the full chronology of registration changes;
• the documents used as the basis for the registration action;
• the authority of the applicant, director, representative, notary or registrar;
• the charter, corporate agreement, minutes, participant decisions, share acts and agreements;
• compliance with the meeting procedure, quorum, voting and formal requirements;
• grounds for an administrative complaint, court claim or interim measures;
• risk of further registration actions, changes of bank access or asset withdrawal;
• evidence for the Ministry of Justice, court, bank, counterparties and law enforcement authorities.

1. Initial analysis of the situation and determination of whether the dispute is registration-related, corporate or mixed.
2. Review of the register, registration history, charter and documents used for the challenged action.
3. Selection of the optimal remedy: complaint to the Ministry of Justice, court claim, interim measures or a comprehensive strategy.
4. Preparation of a complaint in the field of state registration or a statement of claim.
5. Preparation of evidence, legal position and attachments.
6. Support during complaint review, communication with the reviewing authority and representation of the client.
7. Representation in commercial court, preparation of procedural documents and applications for interim measures.
8. Support with enforcement, cancellation of unlawful entries and restoration of correct data in the register.
9. Recommendations on further protection of the company from repeated violations.

• company registration code and an up-to-date register extract;
• information on the date when the client learned about the unlawful action or refusal;
• the company charter and previous versions of the charter;
• minutes of general meetings, participant decisions and corporate agreements;
• share purchase agreements, share transfer acts, applications and powers of attorney;
• correspondence with the registrar, notary, bank, counterparties or other persons;
• documents confirming the real participant structure, director, beneficiaries and share sizes;
• existing court documents, complaints, Ministry of Justice responses or criminal case materials, if any.

• missing the deadline for a registration complaint;
• choosing the wrong remedy between administrative and court protection;
• filing a complaint without proving violation of the complainant’s rights;
• the complaint being left without consideration because of a parallel court case or procedural errors;
• failure to seek interim measures when there is a risk of further registration actions;
• incorrect formulation of claims for cancellation of the registration action or restoration of the previous status;
• loss of time during which the opponent may change the director, participants, address, assets or bank access.

VINCO’S helps quickly assess an unlawful registration action, select the effective remedy, prepare a complaint to the Ministry of Justice, a court claim, an application for interim measures, and notices to banks, counterparties or law enforcement authorities.

We support not only the formal challenge of a registrar’s or notary’s action, but also the full restoration of control over the company: cancellation of unlawful entries, restoration of management, protection of the share, assets, documents and corporate access.