For many years, our clients are concerned about the following question: what might be the consequences of company’s registration on a specific legal address, e.g., in the apartment, and how to cancel this address?
Legal address – a necessary attribute of the company’s registration. According to exactly this address in the future state institutions, as well as physical and legal entities will maintain communication with the company. Information, documents and other correspondence will be sent to the legal address, as well as dissatisfied customers or inspectors of the tax service with inspection will appear there too.
Despite the fact that the second part of Article 139 of the Commercial Law requires the consent of the property owner for the registration of the legal address of the company, practice often shows that the legal address does not match the actual address of the company, which is why there are disputes regarding the application of legislation. This can happen for various reasons: termination of lease agreement, the property owner changed his mind and decided to withdraw his or her consent, or firm is idle for a long time, and your address appears in all databases and correspondence on the name of the company is still being sent to your address.
The first part of Article 10 of the Commercial Law clearly defines that any entry in the commercial register shall be made on the basis of application of the person concerned or a court order. Article 139 of the Commercial Law states that in case of change of the legal address, the board of the company submits an application to the Register of Enterprises. Based on the foregoing, the Register of Enterprises shall not be entitled, upon application of the owner of real estate or on its own initiative to make entries in the commercial register about the change of the legal address of the company. Here the question arises: what should the property owner do, whose rights have been violated?
One of the scenarios might look like this: the property owner submits an application to the Register of Enterprises regarding the fact that the company is no longer located at the address registered in the commercial register, after which the Register of Enterprises on the basis of the application sends to the company’s legal address a warning, where requests not later than within 3 months to submit to the Register of Enterprises explanations about not finding the company at the legal address or submit documents for the change of the legal address. If the company within 3 months does not respond to the warning of the Register of Enterprises, the Register of Enterprises based on the third part of Article 314 of the Commercial Law has the right to file a lawsuit to terminate the company’s operations. This process can take several years, and all this time the legal address will remain the same.
The second scenario – it to file a lawsuit. Part 2 of Article 314 of the Commercial Law allows filing a lawsuit for cessation of activity of the company for a third party, whose rights have been violated. In this case, the court will evaluate the damage caused to the property owner as well as the fact, as far as the termination of the company’s activity affect the interests of the state and society. It should be noted that the court not always puts the interests of the property owner in the first place.