Corporate law / M&A

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.

The procedure for converting branches and representative offices of foreign legal entities into business entities has been established The Federal Law has been adopted, which establishes the procedure for converting branches (representative offices) of foreign legal entities into limited liability companies.

A law has been adopted that contains mechanisms for blocking the actions of foreign companies that may pose a threat to the uninterrupted and rational use of subsoil resources or of facilities of cross-border gas transportation infrastructure Pepeliaev Group advises that on 6 July 2022 the State Duma of the Federal Assembly of the Russian Federation adopted a Law that provides for a mechanism for the mandatory transformation of a branch (representative office) of a foreign company whose activity relates to using subsoil resources into a Russian limited liability company (an LLC), and for a mechanism limiting the rights of foreign investors having membership of a Russian company whose activity relates to using subsoil resources. 

Prosecutors are being vested with the right to challenge business entities’ transactions closed in violation of russian legislation The State Duma has passed the law to considerably extend the supervisory functions of prosecutors in controlling transactions in terms of their compliance with sanctions , anti-money laundering, customs, tax and currency legislation.

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.