Machine Readable Powers of Attorney (MPA): How should a representative sign documents in Russia from 1 September?
Background
A machine readable power of authority (or MPA) is an electronic authority to sign electronic documents or perform actions.
The issue of introducing an MPA for corporate officers has been raised for some time. The idea of a MPA, which can be executed and revoked immediately by the CEO, seemed to be a favourable alternative to the issuance of an MPA by the company to a physical person, which gives such a representative broad and virtually uncontrollable powers.
As of 1 September such ESCs can no longer be used (http://publication.pravo.gov.ru/document/0001202308040064 ), so the issuance of a CDM for company representatives is essential.
Issuance of a electronic signature certificate
The representative must issue his/her own personal electronic signature certificate (ESC) (i.e. an ESC that can be obtained by any individual and which allows a person to sign electronic documents on their own behalf).
The CEO then issues an MPA and signs it with his ESC. The ESC can be issued using the service of the Federal Tax Service (https://m4d.nalog.gov.ru/). In fact, this action is similar to the issuance of an ordinary power of attorney to a representative by the company.
How does a representative sign electronic documents?
The signature of an electronic document by a representative of the company is carried out by means of his personal ESC, but the right to such action is confirmed by a power of attorney issued by the company for him, which must:
either sent together with the electronic document, or indicated (in the electronic document or otherwise),
- the unique number of the MPA;
- TIN of the company;
- TIN of the representative;
- the place where the other party can familiarise itself with the MPA (special information systems for storing MPA, including the register of the Federal Tax Service of Russia).
Thus, if earlier a company representative signed an electronic document with a corporate ESC issued in his name, from 1 September he can sign such a document only with his personal ESC, and the authority to sign it follows solely from the MPA issued by the company in his name.
Revocation of the MPA
In order to revoke the MPA, the CEO will need to sign the relevant order with his ESC and then upload it to a special register of the notary chamber - the MPA will be cancelled the next day after the order appears in the register.
What was all this needed for?
We found several pros of introducing the new concept:
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it is logical that the signature remains a personal instrument of each person, like a regular paper signature: it does not need to be requested from the company, everyone keeps it with him/her as a personal ESC;
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electronic systems will be able to highlight the following data (and, in the future, block the signing of documents in case of discrepancies):
- the validity period of the document;
- the fact of revocation of the power of attorney;
- the issuing person (the principal) and confirmation of his/her authorisation as of the relevant date;
- the authorised person (the attorney);
- and, to some limited extent, the powers under the power of attorney.
Powers of attorney are more complicated because no one takes away the right of companies to issue a power of attorney for unique actions (for example, for the sale of a particular property): the system will not be able to check such a power of attorney in terms of powers, at least not now. However, it is possible to issue a power of attorney with template powers provided for by the Federal Tax Service's classifier by ticking their ‘checkboxes’ when creating a power of attorney on the Federal Tax Service's website. The system may well check these powers and correlate them with the type of document to be signed (e.g. contract, act, declaration, etc.).