Corporate law / M&A

New in the rules for state registration of legal entities and liability for violating these rules Pepeliaev Group advises that a Federal Law1 (the 'Law') has been officially published, whose adoption is aimed at preventing legal entities from being established and operated to act in bad faith (by using dummy corporate officers, providing other inaccurate information to the registration authority, etc.). The Law also aims to prevent abuse of the state registration procedure.

Restrictions have been set in terms of admitting certain categories of medical devices to state and municipal procurement processes

Restrictions have been set in terms of admitting certain categories of medical devices to state and municipal procurement processes Pepeliaev Group advises that Resolution No. 102 of the Russian Government “On restricting the admission of certain categories of medical devices originating in foreign countries for the purposes of procurement for state and municipal needs” dated 5 February 2015 (the “Resolution”) was published on 6 February 2015 on the official legal information portal (www.pravo.gov.ru).

The Russian Ministry of Economic Development has set the conditions for foreign goods to be admitted to take part in state and municipal procurement.

An administrative regulation has been approved for the Russian Ministry of industry and trade to perform the state function of licensing control over the manufacturing of medicines for medical use

Requirements have been approved for healthcare organisations which conduct clinical trials of medical products

Rules have been adopted to create a list of medicines to be purchased under their trade name

Rules have been established for companies to communicate with health care and pharmaceuticals professionals as have rules for holding events financed by companies. Liability has been introduced for a number of violations in the sphere of public health

Amendments to legislation on joint stock companies: new requirements in the procedure for preparing for, calling and holding a general shareholders’ meeting Pepeliaev Group advises that on 21 March 2011, the Russian Federal Financial Markets Service (“FFMS”) published on its official website a draft Order “On approving the Regulations on additional requirements in the procedure for preparing for, calling and holding a general shareholders’ meeting”. The draft provides for the amendment of rules for holding general meetings and for documenting the outcome of such meetings.

Change in the legislation concerning joint stock companies: new procedure and timeframes for a company to keep documents 2 March 2011 saw the publication on the official website of Russia’s Federal Financial Markets Service (the “FFMS”) of the FFMS’s Order “On approving the Regulations on the procedure and timeframes for a joint stock company to keep documents”, which stipulates changes to the list of documents which must be kept and the time periods for which they must be kept.

The law establishes liability for the submission of false data to the Unified State Register of Legal Entities, resolutions of general meetings of participants (shareholders) or the boards of directors of business entities Pepeliaev Group advises that Federal Law No. 147-FZ dated 1 July 2010 entered into force on 5 July 2010. The Law establishes criminal liability for the submission of false data to the Unified State Register of Legal Entities, register of holders of securities, depositary accounting system, as well as for the fabrication of the resolutions of general meetings of shareholders (participants) or a board of directors (supervisory board) of a business entity.

Important amendments to corporate legislation

Pepeliaev Group hereby advises on the entry into force of Federal Law No. 310-FZ On Amendments to Article 5 of the Federal Law “On Amendments to Part One of the Civil Code of the Russian Federation and Specific Legislative Acts of the Russian Federation.”