Russian Federation: New Rules For Conclusion Of Major And Interested-Party Transactions

Last Updated: 23 January 2017
Article by Mathieu Fabre-Magnan

The approval of major and interested party transactions by Russian limited liability companies and joint stock companies has for many years been a source of practical difficulties for corporate lawyers and caused legal uncertainties for counterparties. Federal Law No. 343-FZ of 3 July 2016 on Amendments to the Federal Law on Joint Stock Companies and the Federal Law on Limited Liability Companies with Respect to the Regulation of Major and Interested-Party Transactions has introduced amendments which purport to clarify and simplify this complicated area of Russian corporate legislation, and also to give more flexibility when concluding such transactions. These changes have come into force on January 1, 2017.

It should be noted that the conceptual approach has changed and the "approval" ("odobreniye") is being replaced by a "consent" ("soglasiye") or "subsequent approval" ("posleduyushchee odobreniye") for both major and interested-party transactions.

Major transactions

Key changes

  1. The definition of major transactions has been clarified and the basic criterion is now whether a company is going beyond its ordinary course of business. A definition of transactions concluded within the ordinary course of business has also been adopted.
  2. Conclusion of lease agreements and agreements granting rights to use intellectual property are now expressly included among transactions subject to consent.
  3. A joint stock company must, for each major transaction, prepare and approve an opinion report ("zaklyucheniye") containing information about the intended consequences of the major transaction for the company's activities and assessment of its feasibility. The opinion report is subject to confirmation by the board of directors of the company, and in its absence – by the sole executive body of the company.
  4. The range of transactions requiring approval as major transactions has been narrowed. The additional exceptions to the major transaction procedure have been introduced, in particular: (a) transactions arising when rights to property pass in the course of a company's reorganization (for joint stock companies); (b) share purchase agreements concluded upon a mandatory offer to purchase shares (or other securities convertible into shares) of a public company; (c) transactions concluded on the conditions of a preliminary agreement if consent was duly obtained to enter into the preliminary agreement.
  5. The resolution consenting to or granting subsequent approval of the transaction may also contain a reference to the minimum and maximum parameters of the transaction's terms or a procedure for defining them, to alternative versions of the terms of the transaction that requires consent, to consent to carry out a number of similar transactions, to the time period for which the resolution is valid, etc.
  6. It is permitted to enter into a major transaction either before or after obtaining consent. In such case, the need for consent may be a condition precedent to the transaction.
  7. Only participants / shareholders holding participatory interests / voting shares representing at least one percent of the company's charter capital may file claims to challenge a major transaction that was not properly approved. Members of the board of directors now have also the right to challenge such transactions.

Interested-party transactions

Key changes

  1. At least 15 days (or such other period mentioned in the charter) prior to concluding an interested-party transaction, a company must now inform non-interested participants (shareholders) and members of the board of directors (supervisory board) (if any) of such transaction.
  2. Such interested party transaction will only be subject to consent if requested by the chief executive officer, any member of the collective executive body, any member of the board of directors (supervisory board) or participants / shareholders holding participatory interests / voting shares representing at least one percent of the company's charter capital.
  3. The term "affiliates" is no longer used to determine the range of persons with whom a transaction is considered to be an interested-party transaction. The terms "controlling party" and "controlled party (controlled entity)" are now used instead.
  4. Similar provisions on major transactions apply to the resolution consenting or giving subsequent approval to an interested-party transaction; however, there is one clarification: for interested-party transactions it is mandatory to state the person(s) interested in the transaction and the basis on which the person (each of the persons) interested in the transaction is an interested party.
  5. In the course of preparation for the annual general meeting, company participants (shareholders) must be provided with a report on interested-party transactions concluded by the company in the reporting year.
  6. An interested-party transaction is presumed to violate the company's interests if there was no consent to complete the transaction and the company did not provide information at the request of participants / shareholders holding participatory interests / voting shares representing at least one percent of the company's charter capital, or of a member of the company's board of directors (supervisory board) concerning the transaction, including documents or other information confirming that the transaction does not violate the company's interests (that it was completed on terms not substantially differing from market terms, and other information).
  7. The definition of transactions not requiring consent generally coincides with similar exceptions from the procedure for completing major transactions, with the exception of the following: (a) transactions completed in the ordinary course of the company's business; (b) transactions for the company to place bonds via open subscription or for the company to acquire its outstanding bonds; (c) transactions concluded at a public tender or following a public tender, if the terms of such auction were confirmed in advance by the company's board of directors or general participants meeting; (d) transactions with a value of 0.1 percent or less of the book value of the company's assets.
  8. The maximum value of an interested-party transaction (or a series of related transactions) that the board of director may consent to is increased from two per cent to ten per cent of the book value of the company's assets.
  9. The charter of a non-public company may establish a different procedure for approving interested-party transactions, or waive all requirements for the approval of interested-party transactions.

Dentons is the world's first polycentric global law firm. A top 20 firm on the Acritas 2015 Global Elite Brand Index, the Firm is committed to challenging the status quo in delivering consistent and uncompromising quality and value in new and inventive ways. Driven to provide clients a competitive edge, and connected to the communities where its clients want to do business, Dentons knows that understanding local cultures is crucial to successfully completing a deal, resolving a dispute or solving a business challenge. Now the world's largest law firm, Dentons' global team builds agile, tailored solutions to meet the local, national and global needs of private and public clients of any size in more than 125 locations serving 50-plus countries.

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

Click to Login as an existing user or Register so you can print this article.

Events from this Firm
27 Sep 2018, Conference, Budapest, Hungary

Dentons will be sponsoring the Future Law conference taking place on September 27 in Budapest. The event aims at providing a global view on the possible responses of legal industry to technological challenges and will host leading experts in the field.

2 Oct 2018, Other, London, UK

The Build-to-rent (BTR) market in the UK has grown substantially in recent years. In ever-increasing numbers, investors and developers are buying up land and properties for the purpose of BTR - benefitting from both value rises in their acquired assets and from rising rents.

2 Oct 2018, Other, London, UK

Dentons is pleased to invite you to register for a place at an interactive debate, "Is Franchising Good or Bad? And if so, for whom?", which is part of Dentons' International Retail Franchising programme.

Similar Articles
Relevancy Powered by MondaqAI
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”

Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
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).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions