Corporate law / M&A

The validity period has been reduced for a report assessing the market value of assets for ‘hostile’ non-residents

Pepeliaev Group advises that the Russian Finance Ministry has specified the period for an appraisal report on the market value of an asset to be compiled and the validity period of the report.

Receiving permission to change the director from the Government Commission

Pepeliaev Group advises of a change in the Finance Ministry’s approach to the issue of changing the director of a company under the control of unfriendly non-residents.

The validity period of an asset appraisal report: updated rules for “unfriendly” non-residents

Pepeliaev Group advises that the Russian Ministry of Finance has specified the period for an appraisal report on the market value of an asset to be compiled and the validity period of the report.

A change in the conditions for how members of an LLC can exercise a pre-emptive right to purchase an interest in the issued capital Pepeliaev Group advises that the rules have changed regarding a pre-emptive right to purchase an interest in the issued capital of limited liability companies.

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.