Recent developments in company law

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Публикация посвящена недавним новеллам в корпоративном праве Российской Федерации. Эти новеллы касаются государственных корпораций, объединений, а также корпораций, которые не находятся по адресу, зарегистрированному в Едином государственном реестре юридических лиц.


Recent months have seen several significant developments affecting company registration and organisation.

Absentee organisations

A bill imposing stricter penalties on compa­nies that are located at an address other than that specified in the Unified State Register of Legal Entities was recently read for the first time by the State Duma. Under the bill, a company that fails to comply with this obligation will have its bank ac­counts suspended until it acknowledges receipt of the relevant mail.

The bill also grants additional supervisory powers to tax authorities, proposing that companies be obliged to receive their corre­spondence at the address specified in the Unified State Register of Legal Entities. This is con­trary to the existing practice, in which courts order tax authorities to contact taxpayers by forwarding their mail to all of their known addresses.

Associations

The following amendments relating to associations (ie, unions) are now in effect:

  • Associations may now be established for any non-profit purposes; previously, non-profit purposes were limited to coordination purposes, representation and protection of common interests.
  • The composition of the founders of associations has been expanded.
  • Certain changes have been made to the man­agement procedures of associations.

Most importantly, associations that previ­ously could be established only by for-profit organisations to coordinate their entrepre­neurial activities may now be established by any legal entity or individual. In light of these recent changes, it can be expected that many new associations (unions) of lawyers, notaries, appraisers and self-regulatory organisations will soon be established.

The law took effect on February 12 2013.

Public law companies

A federal bill published on the website of the Minis­try of Economic Development pro­poses a new form of non-profit legal entity in which the government has a stake – ‘public law companies’ – which may be estab­lished pursuant to a federal law or govern­ment resolution. The bill sets out rules for establishing such companies and the re­quirements as to their management bodies’ structure and activities.

The drafters of the bill proposed that changing a company’s legal form to a public law com­pany would serve as a means of reorganising gov­ernment-owned corporations. A joint stock company that is wholly owned by the gov­ernment may also be reorganised into a public law company.

According to the bill, public law companies are not intended to generate profits, but may nevertheless engage in profit-generating activities, provided that these activities help the companies to achieve the objectives for which they were established, such as:

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