How 2016 started for LLCs and non-commercial organizations

The first month of 2016 was marked by various amendments to corporate law, which have taken effect. Below we draw your attention to the most important and interesting ones.

Changes in relation to limited liability companies (“Company”).

Starting from January 15, 2016, a share (or its part) in a Company’s charter capital passes to its purchaser from the time the respective record is entered into the Unified State Register of Legal Entities (the “EGRUL”), except for when a share (or its part) is transferred to the Company.

The said amendment is intended to ensure security for participants of civil turnover as regards public validity of information in the EGRUL, as well as increased opportunities to use various contractual schemes in the course of alienation of a share (or its part).

The procedure for applying the said amendments, as well as implementing previous amendments in practice in relation to entering the respective amendments into the EGRUL, is explained in detail in the order of the Russian Federal Tax Service issued on January 11, 2016.

Here you can find detailed information on the said amendments:

Federal Law No.391-FZ “On introducing amendments to certain legislative acts of the Russian Federation” dated December 29, 2015 

Letter No.GD-4-14/52@ “On certain issues tied to application of Federal Laws No.67-FZ dated March 30, 2015, No.209-FZ dated June 29, 2015 and No.391-FZ dated December 29, 2015” of the Russian Federal Tax Service dated January 11, 2016

Amendments in relation to non-commercial organizations (“NCO”).

Starting from January 10, 2016, the list of issues which can be resolved exclusively by the supreme management body of an NCO, is expanded, in particular, the powers that existed earlier are expanded and new powers are added as follows:

• Establishing the procedure for including founders/participants/members in and excluding them from the NCO;
• Assigning a liquidation committee (or liquidator) and approval of the liquidation balance sheet;
• Approving an audit organization or individual auditor.

An important innovation is the possibility for the supreme management body of an NCO to adopt decisions by absentee voting (polling). The change introduced is actually aimed at simplifying the procedure for participating in an NCO’s activity and engaging more participants in adopting the decisions. It should be noted that previously the competence of the general meeting, as well as adoption of decisions by its members, was connected with their personal participation and presence when adopting the decisions.

Furthermore, on January 23, 2016 one more document related to NCO activity entered into force, in particular, the order of the Russian Ministry of Justice specifying the procedure for administrative proceedings concerning control over an NCO’s activity (including those with functions of a foreign agent) with the purpose of making the administrative regulations of the Russian Ministry of Justice compliant with the amendments to the law adopted earlier (in 2014).

Here you can find detailed information on the said amendments:

Federal Law No.436-FZ “On introducing amendments to Article 29 of Federal Law ‘On non-commercial organizations’” dated December 30, 2015 

Order No.278 of the Russian Ministry of Justice “On introducing amendments to Administrative regulations for the Russian Ministry of Justice performing state function on control over activity of non-commercial organizations as to compliance with charter objectives and purposes, activity of branches and representative offices of international organizations, foreign non-commercial non-government organizations, as to compliance with the claimed objectives and purposes, as well as over their observance of the Russian law, approved by order No.456 of the Russian Ministry of Justice dated December 30, 2011” dated December 9, 2015. 

Increased liability for failure to provide initial statistics data

This is a reminder that starting from December 30, 2015 the liability of legal entities for failure to provide or violation of the timeframe for providing statistics data, has changed as follows:

• For officials the maximum amount of penalty will constitute 50,000 rubles;
• For legal entities (previously liability of a legal entity was not provided) the maximum amount of a penalty will constitute 150,000 rubles.

Here you can find detailed information on the said amendments:

Federal Law No.442-FZ “On introducing amendment to Article 13.19 of the Russian Code of Administrative Offences” dated December 30, 2015

Anastasia Fomicheva   Principal Associate     St. Petersburg    afomicheva@cls.ru    Tel.: +7 (812) 346 7990

Anna Chaykina   Senior Associate      St. Petersburg    achaykina@cls.ru   Tel.: +7 (812) 346 7990

Additional notes

Should any questions arise in connection with the above or if you need any additional materials, please contact Anastasia Fomicheva  or Anna Chaykina , St. Petersburg Office of Capital Legal Services.

This Information letter keeps the clients of Capital Legal Services and other interested parties abreast of information that may, to any extent, affect their activity or cater to their particular interests. The opinions and commentaries expressed in this information letter shall not be deemed as legal opinions and do not cancel the need to obtain legal advice or legal opinion on separate issues.