The Office of the Federal Antimonopoly Service did not support the state customer, who rejected the application for an overdue decision on a major transaction
In the procurement of repairs, one of the bids was rejected because the company attached an overdue decision to approve a major transaction. According to the Law on Limited Liability Companies, it is valid for a year from the date of adoption, unless otherwise specified in the document.
The company challenged the actions of the customer. Controllers supported the complaint:
- from the Unified State Register of Legal Entities it follows that the company has one participant who simultaneously acts as the sole executive body. The rules of the Law on Limited Liability Companies for large transactions do not apply to such companies;
- according to Law No. 44 and the terms of the procurement, the participants attach to the application a decision on the approval of a major transaction, if, among other things, the law obliges to have it. The company did not need such a decision, and it does not have to confirm this in the application.
Similar conclusions were reached, in particular, by the Dagestan Administration of the Federal Antimonopoly Service.
It should be noted that in practice there is an example when the actions of the customer, who did not take into account the decision to approve a major transaction and allowed such a company to purchase, were recognized as a violation.
The controllers decided: The Law on Limited Liability Companies allows one-member companies with the functions of an executive body not to make decisions on the approval of a major transaction, but does not prohibit this either. In this case, such a decision was made, but the maximum amount of the transaction did not meet the terms of the purchase. The application should have been rejected.
Document: Decision of the St. Petersburg Department of the Federal Antimonopoly Service of Russia dated December 1, 2022 in case No. 44-4007 / 22