Amendments to the Civil Code of the Russian Federation
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The document outlines significant amendments to the Russian civil code and other legal regulations as of May 2014, focusing on changes to corporate law, state registration, staff leasing, and work permits for foreigners. Key changes include the introduction of new legal entity structures, stricter charter capital payment timelines, and the phasing out of staff leasing by 2016. Additionally, migrants will need to demonstrate knowledge of the Russian language and laws for work permits, with certain exemptions for highly qualified specialists and elderly individuals.
Amendments to the Civil Code of the Russian Federation
- 1. 1 Amendments introduced to the Civil Code of the RF and other news Changes in the legislation of Russian Federation – May 2014 We are informing our readers about the most important changes in Russian legislation: news on legal estate forms, other amendments to civil legislation, state registration of companies, LLCs, staff leasing, foreign branches and representative offices accreditation, work permits, etc. 1. General Corporate Law news Amendments are introduced to Chapter 4 of Part 1 of the Civil Code by the Federal Law of 05.05.14 No 99-FZ. New rules on legal entities will come into effect on the 1st of September, 2014. Among many significant changes to be carefully researched in the nearest future we can focus on the following important amendments: • New structure of basic legal entities forms for doing business in Russia • Limited Liability Companies • Non-public Joint Stock Companies • Public Joint Stock Companies • Charters of corporate legal entities may include provisions on more than one managing director of company (or combination of them) acting solely or jointly • New rules on management in commercial corporations and new rights and obligations of their members • New approach to approval of shareholders’ meeting minutes and written consents taken by limited liability companies and joint stock companies • No restrictions with regard to obligatory re-registration of commercial corporations existing now. On the other hand, it is obligatory to register the new Charter in compliance with the new law when the first amendment is approved • New provisions on liquidation and reorganization procedures • New Corporate Agreement concept is introduced with respect to both limited liability companies and joint stock companies • New provisions on the company information to be reflected in the state register of legal entities • Standard form of the charter can be used for registration of a corporation • Obligatory annual audit for all joint stock companies 2. State registration of companies and charters Changes are introduced to the Federal Law on State registration of legal entities and individual entrepreneurs by the Federal Law of 05.05.14 No 107-FZ. The law entered into force on 5th of May, 2014, the day when it was officially published on the official web-page: http://www.pravo.gov.ru where the new legislative acts should be introduced under new rules. The representatives of the company can make the filing and receive originals from registration only with a notarized power of attorney. The applicant, on the contrary, can sign the application form personally without notarization, provided he presents his passport or similar document, and can make a registration filing both in the registration tax authority and in multifunctional centre. 2014_06_17 Interesting topics
- 2. 2 3. Charter capital of Limited Liabilities Companies Changes are introduced to the Federal Law on Limited Liability Companies by the Federal Law of 05.05.14 No 129-FZ. The law entered into force on 5th of May, 2014, the day when it was officially published on the official web-page: http://www.pravo.gov.ru where the new legislative acts should be introduced under new rules. Every founder of a limited liability company is obliged to pay the full amount of its share in the charter capital within four months after the company’s registration in comparison to the former term of one year. However, the former rule stipulated that the half of the charter capital should have been paid before the state registration of the company. 4. New Staff Leasing Regulations Changes are introduced to the Labour Code of the Russian Federation by the Federal Law of 05.05.14 No 116- FZ. Staff leasing will be fully prohibited in the territory of Russia from 1st of January, 2016. Provision of personnel is significantly restricted. It will be carried out by the new type of business structure – private labour agencies. Accreditation and functioning rules are set for such kind of agencies. The workers and employees hired through such agencies can be used in a limited list of sectors. New law provides certain instruments focused on protection of the labour rights of workers and employees provided under a staff leasing contract. The new rules will not affect the outsourcing model used by customers now. 5. Accreditation of foreign companies’ branches and representative offices Changes are introduced to a number of legislative acts of the Russian Federation by the Federal Law of 05.05.14 No 106-FZ. Major provisions of this law enter into effect from 1st of January, 2015. The new State Register of foreign companies’ branches and representative offices accredited in the territory of Russia is expected. The authority responsible for keeping this register has not been defined yet. However, the date by which the existing branches and representative offices should file the certain set of documents to be prolonged is fixed – 1st of April, 2015. If the package of documentation is not filed, the current accreditation will terminate from this date with regard to the branches and representatives office with accreditation expiring after 1st of April, 2015. Special rules are provided for existing accreditations which expire from 1st to 31st of January, 2015, and from 1st of February, 2015, to 1st of April, 2015. Further clarifications from the legislators and responsible authority concerning the new register, terms of accreditation and procedures are expected in 2014. The new rules are unlikely to affect the current accreditations of foreign banks and civil aviation companies.
- 3. 3 Accountor St. Petersburg Shpalernaya Ul. 54 191015 St. Petersburg +7 812 325 82 94 spb@accountor.ru Timo Sivonen Executive Director +7 981 720 60 09 timo.sivonen@accountor.ru Accountor Moscow Sadovnicheskaya nab. 79 115035 Moscow +7 495 788 00 05 moscow@accountor.ru Samuli Pesu Deputy CEO +7 926 710 4361 samuli.pesu@accountor.ru 6. Work permits applicants to prove knowledge of Russian Changes are introduced to the Federal Law on the legal status of foreigners in Russia by the Federal Law of 20.04.14 № 74-FZ. The migrants applying for work or residence permit will have to prove their basic level of knowledge of the Russian language, history and law of the Russian Federation. Some provisions of the new legislative act enter into force on 1st of September, 2014, the full document – on 1st of January, 2015. The required level of knowledge should be confirmed by one of the following instruments: • A special certificate proving the knowledge of Russian and basics in history and laws. Such a certificate will be valid for 5 years. Procedures of its receipt will be defined by the Ministry of Education and Science later; • A diploma (or similar state document) issued in the territory of the former USSR before 1st of September, 1991; • A diploma (or similar state document) issued in the territory of Russia after 1st of September, 1991. Highly qualified specialists, men after 65 and women after 60 are discharged from obligation to provide one of the above mentioned documents. * The articles and information in this newsletter are provided as general guidelines and may be subject to change. They are not intended to act as a replacement or substitute for professional advice. You should contact our Accountor advisors to discuss any actions you may wish to take based on the information included in this publication. Accountor disclaims any responsibility for actions taken on this information alone.