Multiple Directorship in a Russian Company: Key Practical Aspects And Possible Risks
Before 1 September 2014, only one CEO (“general director”) could be appointed in a company according to the Russian law. On that day, however, Article 53 of the Civil Code of the RF (as amended by Federal Law No. 99-FZ dated 5 May 2014) entered into force. It introduced the possibility of electing several persons to the position of an executive officer (hereinafter – director), instead of just one. In other words, the “four-eyes principle” of company management, widespread in Europe, can now be used in Russian companies.
Court Order and Mandatory Reclamation Procedure: Amendments to the Commercial Procedure Code of the RF Enter into Force June 1, 2016
Among various amendments to the Commercial Procedure Code of the Russian Federation (CPC) adopted by the Federal Laws of 02.03.2016 No. 45-FZ, No. 47-FZ, special attention should be given to the following three (enter into force on 01.06.2016):
Interest under the New Version of Art. 395 of the Russian Civil Code: The Supreme Court Has Clarified the Calculation Procedure
On 25 November 2015, the Supreme Court of the Russian Federation approved “Supreme Court of the Russian Federation Practice Review No. 3 (2015)” (hereinafter, the “Review”). Among other things, the Review clarifies the details of calculating the amount of interest for the use of another’s funds under the new version of Art. 395 of the Russian Civil Code of 1 June 2015.
The Russian Government Has Approved the Rates for the Trailer Disposal Charge
On 6 February 2016, the Russian Government adopted a Resolution regarding the disposal charge with respect to mechanical vehicles and trailers, setting forth the ratios required to calculate the amount of the charge (Resolution of the Government of the Russian Federation No. 81 dated 6 February 2016, hereinafter – Resolution No. 81).
Freedom of Contract and the Currency Clause: Will the New Practice of Amending Contracts with Currency Clauses Take Root?
The Moscow Arbitrazh Court has rendered a judgment amending a lease contract with a currency clause in favour of the lessee relying on the prohibition of abuse of freedom of contract. The full text of the judgment in Case No. А40-232605/2015 was published on 4 February 2016.
Amendments to the Russian Laws to Enter into Effect in 2016
In early 2016, numerous amendments into various branches of law will enter into full force and effect. We have selected a number of new rules that appear to us to be the most notable, as well as some projects for 2016 relevant for businesses:
Application of the Key Rate of the Bank of Russia Starting from 1 January 2016
The Government of the Russian Federation has decreed that starting from 1 January 2016 all matters regulated by the acts of the Government will be subject to the key rate of the Bank of Russia instead of the refinancing rate, unless the federal laws provide otherwise (Resolution of the Government of the Russian Federation No. 1340 dated 8 December 2015).
The Use of Video Conferencing in Commercial (Arbitrazh) Procedure with the Assistance of Courts of General Jurisdiction
The Russian Supreme Court has introduced Bill No. 902889-6, amending Art. 153.1 of the Commercial (“Arbitrazh”) Procedure Code of the Russian Federation to enable the state commercial (“arbitrazh”) courts to use video conferencing during hearings with the assistance of other commercial courts and courts of general jurisdiction equally.
Environmental Fee: To Pay or Not to Pay?
In late 2014, the legislator has introduced the obligation of companies to recycle product waste; as an alternative to recycling, the company can pay an environmental fee (Articles 24.2 and 24.5 of Federal Law No. 89-FZ dated 24 June 1998 “On Production and Consumption Waste”, hereinafter, the “Law on Waste”). However, the regulations setting forth the rates or the procedure for calculating the fee, etc. are yet to be adopted.
Amendments of the LLC Law: New Rules Becoming Effective in 2016
The reform of corporate legislation has finally reached special laws. Thus, this year the Federal Law “On Limited Liability Companies” (hereinafter, the LLC Law) has been amended, with the changes affecting the procedures legal practitioners have grown accustomed to, namely, the transfer of shares to third parties and pledge of shares in LLCs, the participants’ withdrawal from the company, etc. Moreover, the list of actions that will require the involvement of a notary has been significantly expanded.