Corporate Law at Russia
Here’s an overview of Corporate Law in Russia:
Corporate Law in Russia
1. Legal Framework
The main legal basis for corporate law is the Federal Law No. 14-FZ “On Limited Liability Companies” (2008) and Federal Law No. 208-FZ “On Joint Stock Companies” (2014).
Additionally, the Civil Code of the Russian Federation and the Tax Code play important roles.
Corporate governance is also influenced by regulations from the Central Bank of Russia, especially for publicly traded companies.
2. Types of Companies
Limited Liability Company (ООО — Общество с ограниченной ответственностью)
Most common business form in Russia.
Shareholders’ liability limited to their contributions.
Flexible management structure.
Joint Stock Company (АО — Акционерное общество)
Divided into:
Public Joint Stock Company (ПАО) — shares can be publicly traded.
Non-public Joint Stock Company (НПАО) — shares not publicly traded.
Suitable for larger enterprises or those seeking public investment.
Partnerships and other forms also exist but are less common.
3. Company Formation
Companies must register with the Federal Tax Service.
Requirements include:
Charter (founding documents)
Information about founders, directors
Company address
Share capital details
Registration is usually completed within 5-7 business days.
4. Corporate Governance
ООО (LLC):
Managed by a General Meeting of participants (shareholders).
Day-to-day management by one or more directors.
АО (Joint Stock Company):
Governance includes General Meeting of shareholders, Board of Directors, and Executive Body.
Public companies have additional disclosure and governance rules.
5. Capital and Shares
ООО:
Charter capital is divided into shares, but shares are not publicly traded.
Minimum charter capital: 10,000 RUB (~$130).
АО:
Capital divided into shares which can be publicly traded if PАО.
Minimum charter capital for PАО is 100,000 RUB (~$1,300).
6. Reporting and Compliance
Companies must maintain accounting records according to Russian accounting standards or IFRS (for some).
Annual financial statements must be filed with tax authorities.
Public companies face stricter disclosure rules, including reporting to the stock exchange and securities regulator (FSFR).
7. Foreign Investment
Foreigners can fully own Russian companies in most sectors.
Certain strategic sectors (energy, defense, media) have restrictions or require government approval.
Foreign investors must comply with currency control regulations and sanctions policies.
Summary:
Russia’s corporate law provides a structured framework for both LLCs and Joint Stock Companies, balancing flexibility for smaller firms with more rigorous rules for public companies. It allows foreign investment with some sector-specific restrictions, and corporate governance is regulated but can be complex due to additional compliance requirements.
RELATED Blog
0 comments