1 ноября 2013 года вступили в силу важные изменения Гражданского кодекса РФ. Эти изменения вызывают особый интерес своим значением для международного частного права. Упомянутые изменения касаются корпоративного права, а также норм, применимых к форме сделок и к агентским отношениям.
Further revisions to the Civil Code have introduced significant changes to the provisions governing transactions involving a foreign element.
The governing law of a company now governs the liability of its founders and members for its obligations. The recent amendments further state that Russian law governs liability for claims against a non-Russian legal entity’s founders, members or any other persons authorised to issue mandatory instructions to the entity or otherwise to direct its actions in relation to its obligations, provided that the non-Russian legal entity carries out its business mostly in Russia. However, the lender may choose to apply the governing law of the legal entity.
Previously, the law of the place where a transaction was executed governed the form of the transaction. The form of the transaction is now subject to the law governing the transaction itself. However, a transaction may not be declared null and void due to breach of its formal requirements if the parties complied with the formal requirements of the jurisdiction in which the transaction was executed (previously, the Civil Code required compliance only with Russian law).
The form of export and import transactions executed by Russian legal entities need no longer be governed by Russian law. If at least one party to a transaction executed outside Russia is a Russian entity, the transaction may not be declared invalid due to breach of its formal requirements if the formal requirements under Russian law have been satisfied.
In any case, Russian law governs the form of any transactions that are subject to statutory registration in Russia, or that envisage the transfer, limitation or termination of rights subject to statutory registration in Russia.
Contracts establishing legal entities
The Civil Code revisions void the requirement to apply Russian law to contracts establishing legal entities with non-Russian interests. However, any contracts establishing legal entities or agreements associated with the exercise by their members of their rights will not affect the mandatory Russian provisions.
Law governing agency relations
If agency is created under a contract, the law governing the contract will govern the relationship between the principal and the agent. If the agent is appointed to represent the principal in a transaction involving real estate that is subject to statutory registration, the law of the jurisdiction of the real estate’s registration will govern agency relations.
Liability arising out of unfair contractual negations is subject to the law governing the respective contract, including the contract that could have been executed. If such law cannot be identified, the applicable law will be determined according to the same rules used to determine the law governing liability in tort.
The Civil Code amendments entered into force on November 1 2013.