On 30 December 2008 the Russian State Duma adopted Federal Law
No. 312-FZ "On Amendments to Part I of the Civil Code of the
Russian Federation and certain legal acts" (the Law
312-FZ). The amendments introduced by the Law 312-FZ
mostly affect the corporate regime governing Russian limited
liabilities companies (the Companies).
The Law 312-FZ will come into force on 1 July 2009. By 1 January
2010 the Companies are required to amend their charters to be in
compliance with the requirements established by the Law 312-FZ.
This legal update provides an overview of key changes introduced
by the Law 312-FZ to Federal Law No. 14- FZ "On Limited
Liability Companies", dated 8 February 1998 (the LLC
Law) in part of the amendments to the perfection of pledge
of a participatory interest.
Information on participants and participatory interest
Under the current LLC Law information on participants is set out
in the Companies' charter.
According to the Law 312-FZ, the Companies themselves shall be
obliged to keep an official list of participants and their
participatory interest in the Companies, which will be regarded as
the Companies' registrar (the Company
Register). The Companies must ensure they keep the Company
Register in compliance with the requirements of the Law 312-FZ from
the time of the Companies' state registration.
The information on the amount and nominal value of the
participatory interest of each participant in the Companies shall
be submitted to the Unified State Register of Legal Entities as
well (the State Register) and shall be publicly
Information on any encumbrances of the participatory interest
shall be recorded in both the State Register and the Company
Register. In case of any discrepancies between records in the State
Register and the Company Register, the State Register data shall
The participants are required to update the Companies on any
changes in their personal data (name, place of residence or
location), as well as in the data relating to the participatory
Pledge of participatory interest
Under the current LLC Law pledge of participatory interest is
not subject to registration and there is no system for recording
pledged participatory interests.
The Law 312-FZ states that transactions involving alienation or
pledge of a participatory interest shall be notarised. The transfer
of rights to a pledged participatory interest shall be effective
from the moment of notarial certification.
Within three days after the date of notarisation of the
agreement on pledge of participatory interest, the notary (who has
notarised the transaction) shall be required to submit an
application signed by the pledgor to the State Register requesting
the State Register to register the pledge of participatory
Within three days after receiving the application submitted by
the notary, the State Register shall record the pledge of
participatory interest in the Companies with the State Register.
This information shall be publicly available.
The notary shall be required to provide the Companies, that are
pledging their participatory interest, with a copy of the
application submitted to the State Register together with a copy of
the agreement on pledge of participatory interest.
The new provisions of the LLC Law will come into force on 1 July
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.
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