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Amendments to the Russian Federal Law
 

The amendments provide for significant modifications to the organisation and corporate governance procedures of LLCs as well as modifications to the manner in which the rights of participants in LLCs may be exercised.

  • The articles of association are deemed to be the sole officially registered foundation document, however the provisions of the agreement on foundation will partially reflect the information in the existing foundation agreement (that in its current form will become obsolete on 1 July 2009), but its role will be limited to organisational matters of the formation of the company. The articles of association will not contain data on its participants.
  • he old method of determining the amount of registered capital is substituted by a fixed amount (ten thousand roubles); an aggregate amount of the registered capital has to be reflected in the articles of association, however, the detailed information about the size and nominal value of each participant's share is now provided in the agreement on foundation (or resolution of the sole founder).
  • Exiting a company is allowed only under the provisions set forth in the foundation documents in order to minimize the risk to the creditors and only under condition that exiting and related withdrawals are not posing a threat to the remaining members. The withdrawal can be made only in the amount proportional to the exiting holder's share in the company;
  • All withdrawals of the registered capital must be notarised. Changes in the registered capital must be recorded with the Unified State Registry in a separate process that will also require notarisation.
  • Role of the board of directorshas beenexpanded;
  • Pursuant to the law, all existing OOO's are required to update their corporate documents by 31December2009.
It is likely that there are going to be several further amendments to the law and to the implementation procedures thereof. As the process of bringing foundation documents into compliance and re-registering is highly time consuming we recommend that the companies subject to the aforementioned amendments would commence the necessary update procedures a.s.a.p.