On December 24, 2008, the Russian Duma (Parliament) adopted
amendments to the corporate law governing the Limited Liability
Companies (LLC) (obschestvo s ogranichennoy
otvetstvennostyu, Russian abbreviation "O.O.O.").
The new law is titled "On the Introduction of
Modifications to Part One of the Civil Code of the Russian
Federation and to Certain Legislative Acts of the Russian
Federation." (LLC Law).
Some new provisions were added to laws, some provisions were
restated with minor corrections, and some were elevated from the
level of specialized law to the higher authority law, the Civil
Code of the Russian Federation.
The amendments enter into effect on July 1, 2009. At that time,
the [newly introduced] provisions of the law will override those of
the existing LLCs' Charters and relevant contracts. The Russian
Unified State Register will maintain records of LLCs' shares
and nominal value of the shares.
Charters and founders' agreements of the existing LLCs must
be brought into compliance with the new law by January 1, 2010. The
founders' agreements will lose the status of "foundation
documents" as of July 1, 2009.
The following new and revised key provisions are now part of the
A more detailed definition of an LLC, as well as
shareholders' rights and limitation of liability;
An LLC may be founded by a single person (or entity) and be
owned by one person (entity), including as a result of either a
formation anew, or a reorganization;
An LLC can not be owned by a company that is owned by only one
The Founders of an LLC must enter into a founders'
agreement between them in writing;
The Founders of an LLC are jointly and severally liable for
obligations relevant to the LLC's formation assumed before the
incorporation of the LLC. The LLC assumes such obligations only
upon the Founders' consent expressed in a general meeting's
resolution after the incorporation;
The mandatory Foundation Document of an LLC is Charter; the
Shareholders' agreement or the Founders' agreement are not
part of the foundation documents of an LLC;
Instead of "contributions made," the term
"shares acquired" will be used;
A shareholder can not be released from the duty to pay for the
acquired share or to offset the payment;
The Charter Capital of an LLC can be increased only after all
shares are paid for; and
Share transfer rules and shareholders' exit rules have been
modified and re-stated.
In addition, changes have been made to the Civil Code rules
governing the "Supplementary Liability Companies," to the
"Russian Law on Notariat," and to the "LLC Law"
(the Federal Law of the Russian Federation of February 8, 1998, No.
14-FZ "On Limited Liability Companies" as restated
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