CREATESPACE Company Law of Russia: Statutes

This is the Third Edition of this book featuring translation into English of the two key Russian Statutes governing Russian companies, up-to-date as at 10 April 2013: - Federal Law of the Russian Federation No 208-FZ of 26 December 1995 “On Companies Limited by Shares” (“Companies Act 1995”); and -Federal Law of the Russian Federation No 14-FZ of 8 February 1998 “On Limited Liability Companies” (“Companies Act 1998”) These two statutes govern the most popular forms of commercial legal entities in Russia. The Companies Act 1995 governs companies limited by shares (“aktsionerniye obshchestva”, or “OAO” and “ZAO”) which are the preferred corporate form for medium and large size Russian public and private businesses and joint ventures in Russia due to a higher degree of regulation and protection of shareholders. Companies Act 1998 governs limited liability companies (“obshchestva s ogranichennoy otvetstvennostyu”, or “OOO”) which are preferred by small businesses and wholly owned subsidiaries due to the lesser degree of regulation. Since the Second Edition had gone into print in 2010, both the Companies Act 1995 and the Companies Act 1998 have undergone numerous material amendments. The amendments to the Companies Act 1995 concern, in particular: - the lifespan of the founding agreement; - capital increase by allotment of additional shares ; - distribution of the dividend; - disclosure by nominee shareholders of the identity of beneficiaries - convertible preference shares and the voting rights; - issue and redemption of bonds ; - net asset value of the company; - pricing of additional shares allotted by subscription; - the pre-emption right on allotment ; - listing and delisting of shares and convertible issuable securities; - notice of general meeting of shareholders; - the competence of the board of directors (supervisory board); - buy-out of shares by the company on demand of a shareholder; - right of recourse against the valuers; - exceptions from major transactions and interested transactions; - exceptions from the voluntary offer on acquisition of more than 30 per cent of shares in a public company; - exceptions from the obligation to make a compulsory offer to acquire shares of a public company and other issuable securities convertible into shares of public company; - exemption from the obligation to disclose information required by legislation governing securities; The amendments to the Companies Act 1998 concern, in particular: - reduction of capital; - electronic application to register transfer of participatory interests; - imposition of a penalty on a participatory interest; - distribution of profit; - the reserves and the net asset value of the company; - exceptions from interested transactions; and - exceptions from major transactions. About the Author Olga Markova is a qualified lawyer admitted to practice in Russia (1997), and has sixteen years of post-qualification multi-jurisdictional legal advisory experience. At the start of her professional career Olga worked as a translator and interpreter for a major South-Korean corporation in Uzbekistan. Having qualified as a lawyer in Russia and working for the leading City of London law firms in Uzbekistan, Moscow, and London, Olga has extensive advisory experience related to Russian company law. Qualified lawyer in Russia, Olga also holds Diploma in English law (CPE), Legal Practice Course (LPC), and Master of Laws in Professional Legal Practice with BPP Law School in London.