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What powers cannot be delegated by the CEO? New definition of the Supreme Court

16.12.2021
Mr. Erich Rath
Attorney-Partner

The director of the company will no longer be able to transfer all of his powers by power of attorney, as it may be invalidated. This conclusion follows from the Definition of the Supreme Court of the Russian Federation dated September 28, 2021 in case No. A35-6102 / 2020.

In particular, powers of attorney were declared invalid in terms of the transfer of the following rights:

  • conclusion on behalf of the company of all transactions permitted by law;
  • signing a notice of termination of contracts unilaterally, acts of completion, invoices, reconciliation reports;
  • receiving and transferring material values ​​on behalf of the company.

How to apply the new position of the Supreme Court?

Erich Rath, advocate at the Sterngoff Audit Legal Department, comments: “When signing powers of attorney, first of all, it is necessary to pay attention to the main provisions of the power of attorney, such as: the list of delegated powers, required details, validity period and other necessary points, as well as the correctness of the wording. Thus, the company can avoid the risks of non-recognition of the issued powers of attorney. “

Our legal department will be happy to answer all questions related to the issuance of powers of attorney in your company. Direct your question to er@sterngoff.com and we will provide accurate and quality feedback.