Corporate law / M&A

New conditions for carrying out transactions with shares and membership interests in the issued capitals of Russian companies Pepeliaev Group advises that the conditions have changed for carrying out transactions to dispose of shares and membership interests in issued capitals of Russian companies.

Starting from 1 September, a notary must certify resolutions to appoint the CEO of a limited liability company Pepeliaev Group advises that, on 2 August 2024, Russia’s Federation Council approved a lawwhereby а resolution to appoint the CEO must be certified by a notary.

A new law has defined rules of remote general meetings of shareholders of joint-stock companies and members of limited liability companies The State Duma (the lower chamber of Russia’s Parliament) has passed a law defining rules for holding remotely general meetings of shareholders and members of business entities.

The rules for localising seed production in Russia are coming into force

New items have been added to the existing conditions for performing transactions involving hostile non-residents disposing of shares of and membership interests in Russian Joint Stock and Limited Liability Companies

The Government Commission on Monitoring Foreign Investment in Russia has supplemented the list of conditions for carrying out transactions with a view to disposing of securities including shares of and membership interests in the issued capital of Russian business entities in which “hostile” non-residents participate.

A law has been adopted that expands the grounds for a “golden share” to be introduced Pepeliaev Group advises that on 11 January 2023 a Federal Law came into force that expands the opportunities for the state’s special right to be used to participate in the corporate governance of companies (a “golden share”).

The conditions of transactions involving a disposal of shares and membership interests of Russian companies by "hostile" non-residents and a payment of dividends by Russian JSCs and LLCs to foreign shareholders and participants have been published The Government Commission for Monitoring the Implementation of Foreign Investments in Russia has established a list of conditions for the carrying out (performance) of transactions (operations) aimed at the disposal of securities, including shares and membership interests in (contributions to) the issued capitals of Russian legal entities, with the participation of "hostile" non-residents and persons under their control, as well as payments of profit (dividends) by Russian legal entities to foreign members (shareholders), compliance with which will be assessed when the authorised entity makes decisions on whether to issue (refuse to issue) permits for the implementation of relevant transactions (operations).

The Ministry of Finance clarified certain issues regarding the application of the Presidential Decree on the introduction of a permissive procedure for transactions with LLC shares The Russian Ministry of Finance has published Official clarifications No. 1 relating to the implementation of Decree No. 618 dated 8 September 2022 as formalised in Letter No. 05-06-14RM/99138 dated 13. October 2022.

The procedure of issuing permissions for transactions (operations) with respect to membership interests in llcs involving non-residents from hostile states The Russian Government has determined the procedure for the Government Commission on Monitoring Foreign Investment in the Russian Federation (the ‘Government Commission’) to issue permissions for transactions (operations) with respect to membership interests in Russian LLCs involving non-residents (persons they control) from hostile states.

Restrictions have been introduced on transactions (operations) being completed in relation to membership interests in the charter capital of Russian LLCs Starting from 8 September 2022, Decree No. 618 of the Russian President dated 8 September 2022 has established new requirements for completing transactions (operations) the subject matter of which are membership interests in the charter capital of Russian limited liability companies (LLCs).

A simplified procedure for documenting the termination of activity of small and medium-sized companies may be introduced from 1 july 2023 The State Duma has adopted in the first reading a draft law  that enables companies classified as small and medium-sized enterprises that meet a number of criteria to terminate their activity in accordance with a simplified procedure without undergoing a lengthy procedure of voluntary liquidation. 

Restrictions have been introduced on the disposal by “hostile” non-residents of shares or membership interests in strategic enterprises, credit institutions and PSA Starting from 5 August 2022, new requirements were introduced by Decree of the Russian President with regard to transactions in in the most important sectors of the Russian economy.