Photo Report – Round Table Held on August 16, 2019

WatersOAG thanks participants of the round table held on August 16, 2019!

Photo Report – Round Table Held on March 1, 2019

WatersOAG thanks participants of the round table held on March 1, 2019!

Legal Alert (Russia): New Procedure of Calling General Meetings of Shareholders in Joint Stock Companies

On January 25, 2019, a new Regulation of the Central Bank of the Russian Federation went into effect, which changes requirements for the convening and holding of general shareholder meetings[1]. This Regulation replaces the previous Regulation adopted by the Federal Commission on Securities Markets[2].

The Regulation governs annual and extraordinary general meetings of public and non-public joint-stock companies, for both joint attendance by shareholders at meetings and absentee voting. The new Regulation does not cover joint stock companies, where the voting shares belong to one shareholder.

Below is an overview of the major changes in the Regulation’s:

1) A non-public joint-stock company has the right to deviate from the Regulation’s requirements for convening and holding general shareholder meetings and to establish a different procedure in the company Charter, subject to certain conditions. For example, such a deviation from the requirements is possible, only if shareholders do not lose their right to participate in general meetings.

2) The regulation expands on the provisions for electronic voting for absentee shareholders, which was introduced in 2016[3]. For example, shareholders are entitled to fill out electronic ballots via the Internet on the website of a joint stock company when the Charter stipulates such a right.

3) The regulation addresses shareholders acting jointly or nominee shareholders participation in general shareholder meetings. For example, those shareholders who act jointly have the right to make a proposal for the agenda of a general shareholder meeting, if such a proposal is signed by all of these shareholders.

4) The list of persons entitled to participate in general shareholder meetings has been expanded. For example, mortgagee shares are entitled to participate in general shareholder meetings, if the pledge agreement provides for such a right.

5) Many changes and clarifications have been made in relation to the content of the minutes of general shareholder meetings.  For example, in the minutes, the voting results should be documented in writing, including comprehensive decisions on each agenda item.

WatersOAG provides legal support on matters arising from the Regulation, including:

  • Auditing and / or developing internal regulations, policies, and strategies to assure compliance with the requirements for convening and holding of general shareholder meetings
  • Consultation on the new requirements for the convening and holding of general shareholder meetings

[1]“Regulations on General Shareholder Meeting” (approved by the Bank of Russia, No. 660-P dated 16.11.2018) (Registered in the Ministry of Justice of Russia No. 53262 dated 01.01.2019).

[2] Order of the Federal Commission on Securities Markets No.12-6 / pz-n dated 02.02.2012 (as amended on 07.30.2013) “On Approval of the Provision on Additional Requirements for the Procedure for the Convening and Holding a General Shareholder Meeting” (Registered in the Ministry of Justice of Russia No. 24341 as of 28.05.2012).

[3] Federal Law No. 210-FZ dated 29.06.2015 “On Amendments to Certain Legislative Acts of the Russian Federation and Declaring Certain Provisions of Legislative Acts of the Russian Federation Invalid”.

WatersOAG Provided Comprehensive Legal Support for a Blockchain Development Company

WatersOAG provided comprehensive legal support for a blockchain development company from the British Virgin Islands for registration and accreditation of its representative office in the Russian Federation. WatersOAG lawyers facilitated the procedure at all stages of the establishment and accreditation of the representative office:

  • development of the representative office regulations and other basic corporate documents, considering the goals and objectives of the British Virgin Island company for work in the Russian Federation;
  • coordination of international document flow with preliminary examination of documents issued by government agencies of the British Virgin Islands for the accreditation of the representative office in the Russian Federation;
  • close cooperation with the Russian Federation state authorities during accreditation procedure and obtaining certificates and permissions confirming the accreditation of the representative office in the Russian Federation.

As a result, the representative office of the British Virgin Island blockchain development company was registered in state bodies and successfully conducts its activities in the Russian Federation.

Photo Report – Round Table held on February 1, 2019

WatersOAG thanks participants of the round table held on February 1, 2019!

WatersOAG Implemented a Deal to Exclude a Conflicting Participant from an LLC (Russia)

WatersOAG law firm acted as a key consultant for a European manufacturer and main supplier of pumping equipment to the Russian Federation for elimination of a conflicting member (participant) from a Russian subsidiary and concluding an agreement on the purchase and sale of shares. This project was lead by WatersOAG lawyer- Anastasya Kruglyakova.

WatersOAG developed a negotiation strategy with the conflicting member (participant), prepared an international document flow, including preparation of a contract for the purchase and sale of shares, which was successfully agreed to by the parties, as well as the Russian notary public. The transaction was concluded in the Russian Federation with the arrival of the top management of the European company.

Legal Alert (Russia) – Additional Responsibility for Inviting Foreign Nationals to the Russian Federation

Starting January 16, 2019, amendments to the federal migration law came into force[1]. Companies, which act as the “Inviting Party” for a foreign national, have a new obligation, namely, to take measures to ensure compliance by an invited foreign citizen with regard to:

  • Purpose of entry into the Russian Federation;
  • Timely departure from the Russian Federation.

For non-compliance, companies face liability in the form of a fine of from 400,000 to 500,000 rubles, including 45,000 to 50,000 rubles – for the company’s CEO[2].

Per information from the Public Discussion portal, the government, through the development of a special Regulation (which is still under discussion) will establish measures the “Inviting Party” shall undertake to carry out the new requirements of the immigration legislation[3]. From the preliminary version of the Resolution, the “Inviting Party” should ensure compliance with the purpose of entry into the Russian Federation. For example, handing over a notification to a foreign citizen after their arrival in the Russian Federation informing them of the obligation to observe the stated purpose of entry into the Russian Federation. The foreign citizen should sign this notification. The Ministry of Internal Affairs of the Russian Federation must establish this notification, as well as a warning of liability for non-compliance.

The draft Resolution received a predominantly negative assessment. This means that the Resolution could still be declined at the stage of public discussions, or the Government will delay the preparation of the final version for approval. Considering this, there is a risk that the rules for applying the new federal migration legislation for the “Inviting Party” will not be approved soon, while new migration changes and responsibilities are already in effect from January 16, 2019.

How we can help:

  • Audit and (or) development of internal regulations, policies, strategies and other local acts related to procedures for entry and (or) departure of foreign citizens, compliance with requirements of migration legislation
  • Development of an information brochure for foreign workers regarding the rules and requirements of migration legislation in Russia
  • Advising on application of the new requirements of migration legislation and responsibilities for the ‘Inviting party’

[1]Federal law No. 216-FZ “on Amendments to article 16 of the Federal of the law “On the Legal Status of Foreign Citizens in the Russian Federation” of 19.07.2018

[2] Federal Law No. 215-FZ “On Amendments to Article 18.9 of the Code of Administrative Offenses” of 19.07.2018

[3] https://regulation.gov.ru/projects#npa= 83687

Law Firm, Russia