Corporate law / M&A

The right of withdrawal from a fee-based take-or-pay contract for services Pepeliaev Group advises that the Supreme Court's Judicial Board for Economic Disputes is considering the issue of a customer’s right under a fee-based contract for services to withdraw from it where such contract contains a take-or-pay condition.

A procedure has been approved for confirming force-majeure circumstances under contracts concluded in the context of domestic economic activity Pepeliaev Group advises that, the Chamber of Commerce and Industry of the Russian Federation (the “CCI of Russia”) has adopted the Regulations on the certification by authorised chambers of commerce and industry of force-majeure circumstances under agreements (contracts) concluded in the context of domestic economic activity  (the “Regulations”).

Secondary liability of parties controlling a legal entity that has been removed from the unified state register of legal entities under an administrative procedure Pepeliaev Group advises about special aspects of proof in cases to impose secondary liability on parties controlling a legal entity removed owing to being dormant from the Unified State Register of Legal Entities. 

Changes in the procedure for performing notarial acts and in the procedure for how sole members of legal entities should adopt resolutions Pepeliaev Group advises that a Federal Law has been adopted that establishes a procedure for how the register of orders to revoke powers of attorney should be kept and also changes the procedure for how sole members of legal entities should adopt resolutions.

It has been enshrined in legislation that a convertible loan agreement can be concluded for the purpose of investing in non-public companies Pepeliaev Group advises that a Federal Law has been adopted establishing that a convertible loan agreement can be concluded between a borrower which is a non-public company and a lender, as well as the procedure for converting a loan into a membership interest in the issued capital or shares of non-public companies.

Changes in the procedure for holding general meetings of commercial partnerships and companies Pepeliaev Group advises that a Federal Law has been adopted to establish the procedure for holding general meetings or for conducting absentee voting.

Changes in the procedure for the registration of legal entities in 2021 Pepeliaev Group advises that there have been changes in the area of the state registration of legal entities.

Ordinary general meetings of LLCs in 2021 Pepeliaev Group reminds you that LLCs may conduct their annual meetings in the form of an absentee vote.

New practice of registration authorities when changing the sole executive body Pepeliaev Group advises of the new practice of registration authorities.

The option has become available on the Gosuslugi portal to submit documents to the federal bailiff service electronically Pepeliaev Group advises of the launch of a new service that enables remote interaction with the Federal Court Bailiff Service (“FCBS”) and its structural subdivisions.

Amendments have been proposed that aim to improve corporate procedures in JSCs and LLCs, including by extending to 2021 the temporary regulations adopted during the Covid-19 pandemic Pepeliaev Group advises that a draft law has been put before the State Duma that provides for amendments to corporate legislation, including to establish procedures for the holding of purely online meetings in JSCs (joint-stock companies) and LLCs (limited liability companies) and to extend to 2021 the effect of the set of temporary anti-crisis measures adopted in 2020 during the coronavirus pandemic.

The Ministry of Economic Development has published a summary of best practices to prevent the spread of COVID Pepeliaev Group advises that the Ministry of Economic Development, together with business associations, has issued a summary of best practices of preventive measures aimed at stopping the spread of the coronavirus, “Business against COVID”.