Amendments to the legislation on international holding companies in Russia were adopted
The State Duma adopted amendments to the Tax Code and to the legislation on international holding companies in the third reading. This has helped to facilitate the procedure for changing jurisdiction by companies in special administrative districts (SAR) located on Russky Island in Primorsky Krai and Oktyabrsky Island in Kaliningrad Oblast. The amendments were made to the second reading of two bills on the free economic zone in the Crimea and on exemption from state duty when applying to the court of the Commissioner for Children's Rights in the Russian Federation.
The law specifies the deadlines for the companies to make minimal investments for changing jurisdiction. An international company is obliged to send documents confirming the investments in the prescribed volume, form and time to the SAR management company within 10 working days after six months from the date of its state registration. The date of introducing obligations on the basis of a declaration of intent to invest in the territory of the Russian Federation is the date of state registration of an international company in the order of changing jurisdiction.
From the moment of its state registration in the Russian Federation, Russian law becomes the presiding law of an international company. It adds a rule that the shareholders of a foreign legal entity retain the same amount of rights to participate in an international company and related obligations.
The possibility of changing the prospectus of shares of an international company including those after the placement of shares is envisaged in some cases. A list of documents is established for the state registration of the prospectus of shares in the Central Bank of the Russian Federation. It indicates the possibility for a foreign registrar to perform some of the functions of the counting commission with respect to the shares involved in considering the rights.
According to the law, if the charter of an international company contains provisions for the application of foreign law, then it should include an arbitration agreement on the transfer to arbitration of all corporate disputes involving an international company. It introduces a provision according to which the Bank of Russia does not exercise control and supervision over the observance by international companies of the norms of foreign law, as well as the rules of foreign exchanges. Until January 1, 2029, the charter of an international company must be brought into line with the laws of the Russian Federation.
Earlier, Andrei Makarov, the head of the State Duma Committee on Budget and Taxes, explained to journalists the need for the fast adoption of relevant amendments. According to information provided, the government appealed to the State Duma with a request to speed up the consideration of the relevant standards in order to protect Russian companies from the risks of sanctions.
Makarov pointed out that the possible unexpected adoption of another package of sanctions against Russia could derail the value of shares of Russian companies in international markets. Therefore, "it was dangerous to leave the situation unresolved for the New Year holidays,” when the Duma does not gather for meetings and is not able to react promptly to possible changes in the situation.
Information source: «Госдума приняла закон, облегчающий компаниям смену юрисдикции в "российских офшорах”»