NEW POSSIBILITIES OF REGISTRATION FORMS

03/12/2020

 

Increased intensity of business relations as well as dynamic changes in corporate law require to promote transparency of open source information about the legal entities, including contained public registers.

To adapt the content of the Unified State Register of Legal Entities (the “Register”) to legislative changes accumulated over the last 5 years, new registration forms were enacted on 25 November 2020 in Russia.

New forms introduce numerous innovations of technical character, such as the decrease in the number of registration forms (there will be 7 instead of 12 forms), the possibility to reflect in the Register the email address of a legal entity or its name in a foreign language, the new structure of the address of a legal entity to be indicated in accordance with the State Address Register, the absence of information on the shareholder’s address, etc.

In addition, new registration forms will allow the following significant elements to be recorded in the Register:

• information on the existence of a corporate agreement providing for disproportionate distribution of votes and/or restrictions and conditions of disposal of shares;
• information on the structure of the sole executive body of a legal entity, and, if the company has several directors, the rules of their interaction (whether they act jointly or independently of each other);
• information on the use by a limited liability company of a model charter developed by the Russian Ministry of Economic Development;
• information on the combination of various forms of reorganization;
• information on the prolongation of the liquidation period and making the payments required by law to the company’s employees before liquidation.

 

In our opinion, the new developments regarding registration of corporate information will contribute to corporate transparency and improvement in corporate governance system in Russia. In particular, the possibility to obtain the information on the corporate agreements and the implementation of the “two-key” principle from the Register is valuable. At the same time, complex distribution of authorities among several directors (scope of authority of each director) still cannot be reflected in the Register, which could, in certain cases, be a sensible issue.

Overall, the efficiency and adequacy of these developments will be assessed in the course of their long-term practical application.

NAZALI TAX & LEGAL info@nazali.com

This document provides general information on the subject and does not constitute a legal opinion or recommendation. Consulting a specialist is recommended before taking an action. No claim arising from the content of or relating to this document can be asserted against NAZALI.