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Home / CURRENT CORPORATE LEGISLATION / NCCG submitted comments and suggestions to the draft Federal Law "On Amendments to the Civil Code of the Russian Federation and Federal Law On Limited Liability Companies and On State Registration of Legal Entities and Individual Entrepreneurs (in terms of introducing the possibility of using legal entities model statutes )".

NCCG submitted comments and suggestions to the draft Federal Law "On Amendments to the Civil Code of the Russian Federation and Federal Law On Limited Liability Companies and On State Registration of Legal Entities and Individual Entrepreneurs (in terms of introducing the possibility of using legal entities model statutes )".

The Draft Law gives a detailed regulation of the use of model statutes to the Civil Code of the Russian Federation, the Federal Law "On Limited Liability Companies" and the Federal Law "On State Registration of Legal Entities and Individual Entrepreneurs". It is proposed that the authorized state body approves the form of a model statute, which does not indicate the name, location and size of the share capital (this information is shown separately in the Entities).

According to the results of examination of the text of the Draft Law NCCG prepared the following comments and suggestions:

1. Based on the text of the Draft Law is not clear whether the company created for only one version of the model statute or such options will be few. If more than one - it's not clear what will be their principal difference (the structure of management bodies or something else) and how it will be made a corporate decision to waive a model statute and the adoption of a model statute?

2. The Draft Law does not describe how the issue will be resolved with an indication of the activities carried out by the LLC. Since the list of existing activities is specific to each legal entity, the model statute, he should not be specified. In this type of activity should be specified in the register, but this Draft Law does not provide. It is necessary to resolve this gap.

3. In the Draft Law remains unresolved situation when using the model charter company plans to change the size of its share capital. Should the company in this case, take the decision to amend the articles of association (which, in fact, no), or to make appropriate changes to the Incorporation will be enough to solve LLC to increase the authorized capital?

4. In the Draft Law is not settled by the authorized body of the implications of changing the content of a model statute for using the model charter LLC. Whether in this case the charter company changed automatically by analogy with the model statute, or it becomes standard and need to re-assert it? How this will be reflected in the Incorporation? Also in the Draft Law is not settled by the authorized body of the implications of changing the content of a model statute in terms of challenging transactions under Art. 174 of the Civil Code if a model statute will change competence. In addition, the Draft Law does not regulate the procedure and terms of changing the charter company, if it does not suit the new edition of the Model Rules.

5. Another unresolved issue in the Draft Law, arising from a change authorized body content model statute, it is the moment of entry into force of the new form using the model charter company, in this case seem possible 3 options: 1) from the date of approval by the authorized body, 2) since the publication of changes or 3) since the introduction of additional entries in the Incorporation of the Company agrees with a new form of model articles.

Findings of Survey held by National Council on Corporate Governance and Russo-British Chamber of Commerce Moscow, 2010
Joint Survey by NCCG and KPMG, June 2009
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