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of October 29, 2009

About the Federal Law of 30.12.2008 No. 312-FZ

The Federal Tax Service receives large number of addresses from taxpayers and representatives of mass media about the transitional provisions of the Federal Law of December 30, 2008 N 312-FZ which simply are referred to as in media as "re-registration of Ltd company". Despite numerous comments and explanations of FNS of Russia on the matter, in separate information materials, unfortunately, the purpose, and the most important, consequences of provisions of the Law which provide need of reduction of charters of limited liability companies in compliance with the legislation are distorted. In this regard it is necessary to explain the following.

As a rule, as the purpose of transitional provisions of the Federal Law of December 30, 2008 N 312-FZ the inventory acting and liquidation of invalid limited liability companies is specified. However tax authorities have information on what legal entities are acting, and measures for exception of the Unified state register of invalid legal entities (USRLE) are successfully applied by tax authorities since 2005 according to the Federal Law of August 08, 2001 N 129-FZ "About state registration of legal entities and individual entrepreneurs". Therefore, on the matter of additional legislative changes it was not required.

Settlement was required by the raiding problem revealed during application of the legislation on state registration of legal entities. Therefore the changes which became effective since July 1, 2009 in the legislation made by the Federal Law of December 30, 2008 N 312-FZ carry, including, and anti-raider nature as are directed to counteraction to corporate captures, protection of the rights and legitimate interests of members of limited liability companies and their investors that follows also from the explanatory note to the draft of the considered Federal Law. It is, in particular, about the regulations connected with the notarial certificate of transactions on alienation of share or part of share in the authorized capital of limited liability company, entering into the USRLE of the data connected with such transition, giving to court of the claim for recognition of the rights to share.

The Federal Law of February 8, 1998 N 14-FZ "About limited liability companies" in edition of the Federal Law of December 30, 2008 N 312-FZ otherwise governs not only the relations connected with transition of share or part of share of the participant in the authorized capital of limited liability company to other persons or to the society, but also the main parties of internal management in society. Therefore the discussed Federal Law includes regulation about need of reduction of charters of the societies registered till July 1, 2009 in compliance with new requirements of the legislation. The purpose of what is called "re-registration" also consists in it.

In fact, reduction of the charter of limited liability company in compliance with N 312-FZ changes brought by the Federal Law of December 30, 2008 for members of society means opportunity to exercise the rights granted by the law, to observe own interests, and also to provide their protection.

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