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Important Changes In Federal Law "On Limited Liability Companies / OOO"
  28.05.09 Important Changes In Federal Law "On Limited Liability Companies / OOO"
Anna Barysheva, Head of Legal Department
Alinga Consulting Group
On December 30, 2008 the Russian Legislation adopted several important changes into the Federal Law “On Limited Liability Companies / OOO”. The changes will come into force on the 1st of July, 2009. Alinga would like to take the time to notify you of the important new developments that will affect ALL existing and new Limited Liability Companies / OOO. Even existing companies will need to update and re-register their information. Below are highlights of the current form:
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The charter (óñòàâ) must be presented as a foundation document, though foundation documents (ó÷ðåäèòåëüíûå äîêóìåíòû) can be registered in and still hold power in courts; Information about size and nominal value of each participant’s share no longer is to be included in the Charter;
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Exiting from a company is only allowed under reasons established in the charter (to minimize risk to creditors) and if exiting and the related payout will not pose a threat to the remaining members. The payout may be made only in an amount proportional to the exiting holder's share in the company;
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Any payouts from the registered capital to participants must be notarized. Changes to the registered capital must be registered with the Unified State Registry in a separate process that will also require a notary.
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As the law currently states, all existing LLC’s (OOO) are obliged to make changes to their corporate documents to become compliant with the new law by the 31st of December 2009.
It is very likely that this new law will go through a series of modifications and changes up to and after the 1st of July 2009. It is also most likely that the deadline for incorporating the changes will be delayed several times as a result of modifications to the law itself and changes to it's implementation with the state registration organs. Therefore we recommend that parties that could be affected by this law continue to observe developments, and to begin making the necessary changes in August 2009.
The Alinga legal team is following these developments and will continue to inform our clients of developments. We can also register the necessary changes for your company. You can contact to us at consult@acg.ru.
Additionally, our monthly electronic Vestnik will also carry updates on this issue. To subscribe to the Vestnik and receive these updates, please write to subscribe@acg.ru.
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