Адвокат Байбуз Вадим Николаевич
Introduction to Russian corporate law
This is a brief guide for foreign investors seeking legal assistance in area of corporate relations, mergers and acquisitions.
Corporate relations in the Russian Federation are principally governed by the relevant provisions of the following statutes:
- Civil Code of Russian Federation;
- Federal Law On Joint Stock Companies No. 208-FZ, dated December 26, 1995, as amended (the Joint Stock Companies Law);
- Federal Law On the Securities Market No. 39-FZ, dated April 22, 1996 (the Securities Law);
- Federal Law On Limited Liability Companies № 14-ФЗ, dated February 8, 1998 ( the __);
- Federal Law On the Protection of Competition No. 135-FZ, dated July 26, 2006 (the Competition Law); and
- Federal Law On the Appraisal Activities in the Russian Federation No. 135-FZ, dated July 29, 1998, as amended (the Appraisal Law).
There are two basic ways of creating a company under Federal Law On Joint Stock Companies:
- Incorporation of a new company
- Through reorganization proceedings such as merger, acquisition, division, separation, transformation.
It is very important to remember, that a company has the rights and obligations established by the law only from the moment of its state registration.
The evidence of state registration is a state certificate of registration
Who may be a founder of a company?
Any person, entity and state body may be a founder of a Joint Stock Company.
Since a company is a legal entity separated from its shareholders, it, and not the shareholders, is liable for its debts.
The company charter is a main internal document which governs shareholders and company bodies relations.
The following information is required in the charter:
- Full and reduced companys name;
- Companys address;
- Amount, par value, categories of shares (common, preferred) and types of preferred shares to be placed by the company;
- Capital structure;
- Shareholders rights;
- Internal organization
- Information concerning branches and representations of the company;
- Other provisions provided for by this Federal Law.