Earlier we informed you that on 08.09.2022 the President of the Russian Federation issued the Decree No. 618 (hereinafter referred to as “Decree”).

This Decree establishes the requirement to obtain permission fr om the Government Commission for Control of Foreign Investment in the Russian Federation (“Government Commission”) for transactions with shares in limited liability companies (“OOO”), if the parties to such transactions are persons from foreign countries that commit unfriendly acts against the Russian Federation.

On 19.09.2022 the Government of the Russian Federation issued the Resolution No. 1651 “On Amendments to Resolution No. 295 of the Government of the Russian Federation of 6 March 2022“ (the “Resolution”) that regulates the procedure for obtaining the respective approval of the Government Commission.

The list of cases wh ere the Government Commission is authorized to issue permits includes transactions resulting directly and/or indirectly in the establishment, modification or termination of rights to own, use and (or) dispose of shares in the authorised capital of OOOs or other rights allowing to determine the management conditions of such OOOs and (or) the conditions for their entrepreneurial activities.

According to the Resolution, in order to carry out the abovementioned transactions involving persons from foreign countries that commit unfriendly acts against the Russian Federation, the rules previously issued in relation to loans and credits with persons from unfriendly countries by Resolution of the Government of the Russian Federation No. 295 of 6 March 2022 will be fully applied.

It is envisaged that a permit to carry out a transaction or a group of transactions (“permit”) can be obtained by applying to the Ministry of Finance of the Russian Federation with an application and accompanying documents, the list of which is established by the Resolution of the Government of the Russian Federation No. 295 of 6 March 2022.

Please note that the Ministry of Finance of the Russian Federation can also be approached by federal executive bodies and (or) the Bank of Russia in order to issue a permit. In this case, the application and accompanying documents must be submitted to the relevant federal executive body and (or) the Bank of Russia.

The application and accompanying documents must be drawn up in Russian. If the original documents are in a foreign language, a duly certified translation into Russian (with an apostille of the competent authority of the state in which the document was drawn up) will be required.

The application and accompanying documents may be submitted both in hard copy and electronically, including in the form of electronic documents signed with a digital signature.

We will be happy to answer your questions and assist you in preparing the package of documents required to obtain the permit.

Dear colleagues,

We would like to wish you a happy New Year!
May the coming year be peaceful, prosperous and successful!
Thank you for your trust and collaboration.

With deep respect,
Your team of swilar

Dear Sirs or Mesdames, 

we would like to inform you about the changes in the field of corporate law which will be important in the nearest time. 

From March 01, 2025, significant new developments made by the Federal Law dated August 08, 2024 No. 287-FZ will come into force. A number of changes relates to limited liability companies (LLC). 

So, the rules of holding general meetings of LLC participants have been amended, the related terminology has been changed. New rules will be applied, namely, while holding the annual meetings of participants according to the results of the year 2024. 

Main changes are as follows:

The expression “general meeting” has been changed to “adoption of a resolution by the general meeting” or “meeting or absentee voting for adoption of a resolution by the general meeting”.

The meeting chairman will be elected only if the company does not have a Board of Directors (Supervisory Board). If it exists, the Chairman of such Board of Directors will take chair. 

The forms of the general meeting will be as follows: 

• a meeting, possible with remote participation; 
• absentee voting, incl. by e-bulletins; 
• a meeting combined with absentee voting. 

In case of remote participation: 

• participation will be executed using electronic/technical communications; 
• a possibility is established to attend a meeting at the place of its holding or to hold a meeting without determining a place of holding;
• a possibility is established to make an online-broadcasting with access for the registered persons (upon a participant’s demand the company is obliged to provide access to the broadcasting recording). 

Additionally, the rules of holding meetings combined with absentee voting have been fixed. Such meetings may be held in the cases stipulated by the company’s articles of association or by a unanimous resolution of all the company participants. Approval of annual reports and accounting (financial) statements is admitted at such meetings.

A separate article has been introduced dedicated to drafting and contents of the minutes of an LLC general meeting. It also stipulates that signing of the minutes by the secretary of the meeting will not be required.

Furthermore, a procedure was established in relation to adopting resolutions by the Board of Directors (the supervisory authority which is formed when it is stipulated by the articles of association). This authority may adopt resolutions at meetings (including those with remote participation) or by means of absentee voting. Similarly to meetings of company’s participants, meetings of the Board of Directors will be held with the possibility of personal attendance at the place of their holding as well as without determining such place.

The quorum when adopting Board resolutions will be not less than 1/2 of the number of Board members (if the greater number is not stipulated by the articles of association). The meeting may be combined with absentee voting.

The minutes according to the results of the meeting or the absentee voting will be prepared not later than 3 calendar days after the meeting or the end of document acceptance from the Board members (in case of absentee voting).

We will be happy to answer your questions arising in connection with the specified changes.

We hereby inform you that Federal Law No. 287-FZ of August 08, 2024 introduced a number of important changes affecting both limited liability companies (OOO) and joint-stock companies (AO). The changes come into effect at different times. In this message, we would like to talk about changes in relation to OOO that will be in effect from September 01, 2024.

From this date, the resolution on the election (appointment) of the sole executive body of the OOO – for example, the general director – will need to be necessarily certified by a notary. Also, when registering such changes in the Unified State Register of Legal Entities, a notary will be the applicant.

Thus, the procedure for changing the general director in an OOO has been significantly changed. Previously, participants could make such a resolution without a notary (if an alternative procedure was stipulated in the articles of association), and then the new director would sign the application for registration himself. Now the participants or their representatives will be required to be present at the Russian notary to make a resolution (with the issuance of the appropriate certificate), after which the notary will sign an application sent by him to the registration authority.

For foreign participants in Russian OOO, such changes mean the presence of two options:

• arrival in the Russian Federation and visiting a Russian notary to make a resolution on changing the director of a controlled Russian company;
• issuance of a power of attorney to Russian representatives for carrying out such actions (please note that the power of attorney must be properly legalized and translated into Russian).

At the moment, we are awaiting clarification regarding whether notarization will be mandatory for participants to make resolutions on extending the powers of the general directors of OOO, as well as the beginning of the liquidation of controlled companies.

With regard to the liquidation of an OOO, from September 01, it is legislatively confirmed that the notary submits to the Federal Tax Service (FTS) a notification about the formation of a liquidation commission/appointment of a liquidator. Such a notification is usually sent simultaneously with the message that the legal entity is entering into the process of liquidation. The notification shall be submitted to the Federal Tax Service by the notary who certified the liquidator’s signature on it, no later than the end of the working day on which the notification was signed.

According to another change, from September 01, the list of information on shares in the authorized capital of OOO, which is contained in the Unified State Register of Legal Entities, is being expanded. The Register will contain information about the arrest of the share imposed by the court or enforcement officer. So far, the Unified State Register of Legal Entities includes information on the size, nominal value of shares and shareholders.

In the future, we will inform you about other significant changes to corporate legislation introduced by Federal Law No. 287-FZ dated August 08, 2024.

We will be happy to answer your questions and, if necessary, support you in the preparation, signing and submission of relevant documents to the authorized bodies.