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 shareholder’s and company bodies’ relations.

The following information is required in the charter:

-          Full and reduced company’s name;

-          Company’s address;

-          Amount, par value, categories of shares (common, preferred) and types of preferred shares to be placed by the company;

-          Capital structure;

-          Shareholder’s rights;

-          Internal organization

-          Information concerning branches and representations of the company;

-          Other provisions provided for by this Federal Law.     


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