Corporate law / M&A

If a company is entered into a sanctions list, it is no longer obliged to disclose information Pepeliaev Group advises of the exceptions that the Russian Government has introduced with respect to the rules governing companies disclosing information regarding their business activity.

Information about Legal Entities will be registered electronically

Pepeliaev Group advises that a new form of liaising with tax authorities will be implemented in the near future in relation to registering information about legal entities 

Interested Party Transactions: the Bank of Russia’s Instructions Pepeliaev Group advises that the Central Bank of Russia has established the maximum figures for transactions with the involvement of joint-stock companies and limited liability companies which, if exceeded, may lead to such transactions being declared interested-party transactions.

Restrictions on admitting new types of medical devices to state and municipal procurement Pepeliaev Group advises that on 30 November 2016 Resolution No. 1268 of the Russian Government was signed “On amending the list of individual types of medical devices originating in foreign countries the admission of which is restricted for the purposes of procurement for state and municipal needs” (the “Resolution”).

On maximum figures for the values of business entities’ interested party transactions Pepeliaev Group advises of the expected adoption, before the end of the final quarter of 2016, of the Bank of Russia’s Instruction "On maximum figures for the amount of business entities’ interested party transactions the price or balance-sheet value of property under which is no more than 0.1% of the balance sheet value of such business entities’ assets" . 

The issuer’s obligation to disclose data relating to the replacement of the keeper of the register of securities holders Pepeliaev Group advises that 22 November 2016 saw the entry into force of the Bank of Russia's Instruction No. 4107-U dated 23 August 2016 ‘On the procedure for an issuer to disclose (provide) information in the event of the replacement of the keeper of the register of securities holders’.

Major transactions and interested party transactions: changes in legislation Pepeliaev Group advises of changes in corporate legislation.

Сontribution to the assets of a joint-stock company Pepeliaev Group LLC advises that Federal Law No. 208-FZ “On joint-stock companies” dated 26 December 1995 (the “Joint-Stock Company Law”) has been supplemented with article 32.2 “Contributions to company’s assets that do not increase the company’s issued capital”.

Provisions have come into force amending legislation on limited liability companies and the registration of legal entities Law firm Pepeliaev Group advises that changes have been made to the procedure for transferring a membership interest in a limited liability company and to the list of transactions which need to be notarised. A notary will now be involved in a wider range of corporate procedures and transactions with membership interests in limited liability companies.

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).