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Obligatory Registration of New Versions of Charter Documents of LLC  25.07.2009 00:01


This Federal Law introduced amendments into the Federal Law No. 14-FZ "On Limited Liability Companies", part one of the Civil Code of the Russian Federation, the Federal Law No. 129-FZ "On State Registration of Legal Entities and Individual Entrepreneurs", which also came into force on July 1, 2009.  

Starting from July 01, 2009 legal regulation regarding Limited Liability Companies (hereinafter - the "LLC") in the Russian Federation changed greatly.

LLC's which had been registered before July 1, 2009 during the period from July 1, 2009 till December 31, 2010 must register amendments into their Charters, brining them into compliance with the legislative changes.

List of the main changes regarding legal regulation of Russian Limited Liability Companies comprise the following:

  • Foundation Agreement (Russian analogue to Articles of Association) is not included to the list of constituent documents of Russian LLC;
  • Information concerning the members of Russian LLC, the amount and value of their shares in the Russian LLC is not any more included into the charter documents of the Russian LLC. This information can be found only in the Unified State Register of Legal Entities of the Russian Federation (in order to obtain such information regarding your Russian business partner you must obtain the extract from such register, and we can help you in this regard);
  • possibility of the participants' withdrawal from the Company is limited, and is possible only provided that it is regulated by the Charter of the Russian LLC;
  • withdrawal of all participants from the company is forbidden;
  • Sale and Purchase of shares in the Russian LLC can be performed only on the basis of written share sale adn purchase agreement in the presence of both parties (seller and buyer) and the signatures are to be attested by the notary;
  • change of data on amount and value of shares of members of Russian LLC are to be entered into the Unified State Register of Legal Entities of the Russian Federation (Russian analogue of Trade Register) based on the application signed by the member of the Russian LLC, which is to be sent by notary to the registration authority with enclosure of notarized share sale and purchase agreement;
  • all Russian LLC's shall keep a list of their participants as of the moment of the registration;
  • the procedure of use of preemptive right has been changed - there was introduced the new concept of "value of share preliminary stated in the charter";
  • ! it is now possible to conclude Shareholders Agreement in relation to the management of Russian LLC that will be governed by Russian law.

Should you have any questions concerning obligatory re-registration of your Russian LLC or need the legal assistance in relation to making the charter documents comply with the new version of Russian legislation on LLC please immediately contact us.

On July 01, 2009 the Federal Law as of December 30, 2008 No. 312-FZ "Amendments to Part One of the Civil Code of the Russian Federation and some Legal Acts of the Russian Federation" came into force.

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