The Federal Law No. 339-FZ dated 3 July 2016 'On the
Introduction to the Federal Law 'On Joint Stock Companies'
(the Law No. 339-FZ) granted to shareholders the right to make
contributions into the assets of joint stock companies (JSC)
similar to the right of participants of limited liability companies
According to article 32.2 introduced to the Federal Law No.
208-FZ dated 26 December 1995 'On Joint Stock Companies'
(the JSC Law), shareholders shall be entitle, under a contract
entered into with the JSC, in order to finance and maintain the
JSC's activity, to make any time gratuitous contributions into
the company's assets in cash or in another form, which do not
increase the charter capital of the company and do not change the
par value of the shares.
A contribution to the JSC assets can only be made by the
property the types of which are specified in Article 66.1.1 of the
Civil Code of the Russian Federation: monetary funds, things,
interests (shares) in the charter (share) capital of other economic
partnerships and companies, state and municipal bonds, exclusive
and other intellectual property rights that are subject to monetary
evaluation as well as rights under license agreements, unless
otherwise is provided for by law.
The main difference between the contributions into JSC assets
and LLC assets is that there are two legal grounds for making
contributions to the assets of JSC are provided for:
an agreement between the company and its shareholders, which is
not a contract of donation and must be pre-approved by the decision
of the Board of Directors (Supervisory Board) of the company;
if it is established by the charter of a non-public JSC - the
decision of the general meeting of shareholders to impose the duty
to contribute to the company's assets on the shareholders.
Charter of a non-public JSC may provide:
the maximum amount of contributions into the company's
assets that may be made by all or certain of its shareholders, as
well as other limitations in connection with contributions to the
assets of the company (these provisions are similar to those that
may be contained in the charter of an LLC);
that under the decision of the general meeting of shareholders,
the duty to make contributions to the company's assets may be
imposed only on the shareholders holding shares of a certain
category (type); such a decision shall be taken by a majority of
3/4 of votes of the shareholders participating in the general
meeting of shareholders, provided that all shareholders holding
shares of each category (type), which are obliged to contribute to
the company's assets unanimously voted for the decision.
Like in an LLC, contributions into the assets of a non-public
JSC on the basis of the decision of the general meeting of
shareholders shall be made in proportion to the share in the
charter capital of the company, unless another procedure for
determining the amount of contributions to the company's assets
is set by the company's charter.
Thereat, it is expressly provided that the duty to make
contributions to the assets of a non-public JSC can be only imposed
on the persons who are shareholders on the date of taking the
decision on imposing such a duty.
In addition, the law provides for a mechanism for enforcement of
the performance by the shareholders of the duty to make
contribution to the assets of a non-public JSC: in the event any
shareholder fails to perform such a duty, the non-public JSC itself
or another shareholder may file a claim for performance of the duty
with the court.
The amendments to the JSC Law became effective since 15 July
Contributions to the assets of JSCs allow, if necessary, to
reallocate financial resources from interested shareholders to the
company to improve its financial condition (in particular, to avoid
bankruptcy) without recourse to the mechanism of increasing the
charter capital by additional contributions or to loans involving a
decrease in the net assets of the company.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
To print this article, all you need is to be registered on Mondaq.com.
Click to Login as an existing user or Register so you can print this article.
In a recently released milestone decision, the Swiss Federal Supreme Court held, for the very first time, that the duty of financial intermediaries to report suspicions of money laundering...
Some comments from our readers… “The articles are extremely timely and highly applicable” “I often find critical information not available elsewhere” “As in-house counsel, Mondaq’s service is of great value”
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).