Document from CIS Legislation database © 2003-2024 SojuzPravoInform LLC

FEDERAL LAW OF THE RUSSIAN FEDERATION

of August 3, 2018 No. 290-FZ

About the international companies and the international funds

(as amended on 25-12-2023)

Accepted by the State Duma on July 26, 2018

Approved by the Federation Council on July 28, 2018

Chapter 1. General provisions

Article 1. The relations regulated by this Federal Law

1. This Federal Law determines legal status of the economic society with the status of the international company registered in the Unified State Register of Legal Entities according to the procedure of incorporation or in connection with change by the foreign legal entity of the personal law according to the procedure of redomitsilyation, the right and obligation of his participants, feature of its activities (including features of forming of bodies of the international company created according to the procedure of incorporation, implementation of their powers and adoption by them of decisions, features of scoping of the rights granted to shareholders of the international company - to shareholders of different categories (types), feature of registration of share issue of the international company and placement of such shares), reorganization and liquidations, and also legal status of socially useful fund or personal fund having the status of the international fund registered in the Unified State Register of Legal Entities according to the procedure of incorporation or in connection with change by the foreign legal entity of the personal law according to the procedure of redomitsilyation, the right and obligation of his founders, feature of its activities and liquidation.

2. The status of the international company can be provided to the foreign legal entity, being commercial corporate body and made the decision on change of the personal law in the procedure established by such personal law (further - the foreign legal entity), or to again created economic society, the founder (founders) of which accepted (made) the decision on creation of the international company according to the procedure of incorporation and addressed (filed) petition for state registration of the international company (further - the created economic society). The international company has the right to perform activities in the territory of the Russian Federation through branches or representations (other separate divisions). Activities of the international company through branches or representations outside the territory of the Russian Federation are performed according to the legislation of foreign state or the territory in which or on which branches are created or representations open.

3. - 6. Voided according to the Federal Law of the Russian Federation of 04.08.2023 No. 452-FZ

Chapter 2. International companies

Article 2. Basic provisions about the international companies

1. The location of the international company is located within the territory of the special administrative area determined according to the Federal Law of August 3, 2018 No. 291-FZ "About special administrative areas in the territories of the Kaliningrad region and Primorsky Krai". The location of branch or representative office (other separate division) of the international company can be in the territory of the Russian Federation located irrespective of limits of the territory of the special administrative area determined according to the specified Federal Law.

2. The international company can have the civil laws and perform the civil duties necessary for implementation of the any kinds of activities which are not forbidden by the Federal Laws.

3. The status of the international company is provided along with state registration in the Unified State Register of Legal Entities in case of observance of the following conditions which are subject to application depending on procedure for creation of the international company:

1) the foreign legal entity is registered created) according to the personal law no later than March 1, 2022 if later date is not established by the Government of the Russian Federation;

2) the foreign legal entity or the founder (founders) of the created economic society submitted the application for the conclusion of the agreement on implementation of activities in the territory of the special administrative area according to the Federal Law of August 3, 2018 to No. 291-FZ "About special administrative areas in the territories of the Kaliningrad region and Primorsky Krai";

3) the foreign legal entity or the founder (founders) of the created economic society assumed obligations on implementation of investments in the territory of the Russian Federation, including based on the intent declaration to perform investments in the territory of the Russian Federation, the special investment contract, the concessionary agreement, the agreement on state-private (municipal and private) partnership or other agreement;

4) the foreign legal entity or the founder (each of founders) of the created economic society are registered created) in the state or on the territories which are member Gruppy of development of financial measures of anti-money laundering (FATF), and (or) the member of the committee of experts of the Council of Europe according to measures of counteraction to money laundering and financing of terrorism (Manivel), and (or) the member of Eurasian group on counteraction of legalization of the criminal income and to financing of terrorism (EAG), and (or) the member of Asia-Pacific group on anti-money laundering (ATG), and (or) the member Gruppy on anti-money laundering in East and South Africa (ESAAMLG), and (or) the member Gruppy of development of financial measures of anti-money laundering in South America (GAFILAT), and (or) the member Gruppy of development of financial measures of anti-money laundering in the Middle East and in North Africa (MENAFATF), and (or) the member of the Caribbean group of development of financial measures of anti-money laundering (KFATF), and (or) the member of Intergovernmental group on anti-money laundering in the Western Africa (GIABA), and (or) the member Gruppy on anti-money laundering in the Central Africa (GABAK);

5) founder (each of founders) of the created economic society is the foreign commercial corporate body registered (created) no later than March 1, 2022 if later date is not established by the Government of the Russian Federation provided that the redomitsilyation of such organization on the territory of the Russian Federation is not provided or forbidden by the personal law of the foreign organization, and securities of such foreign organization (the securities of the foreign issuer certifying the rights concerning shares of the foreign organization) as of March 1, 2022 underwent the procedure of listing at the Russian exchange or the foreign exchange which corresponds to the criteria specified in item 4 of article 51.1 of the Federal Law of April 22, 1996 to No. 39-FZ "About the security market". If one of founders is the controlling person (as it is determined in the subitem 24 of Item 1 of article 2 of the Federal Law of April 22, 1996 No. 39-FZ "About the security market") other founder (other founders), the requirement of this subitem about listing of the corresponding securities can not be applied to the founder, being under control face of such founder;

The founder (founders) of the created economic society accepted 6) (assumed) obligation to transfer to the created economic society within one year from the date of its state registration property, including property rights which book value makes at least eight hundred million rubles (at least equivalent foreign currency amount on the official rate of the Central bank of the Russian Federation) as of end date of the last complete accounting year preceding state registration of the created economic society. Book value of the property which is subject to transfer to the created economic society is determined by data of the annual financial reporting or consolidated financial statements of the founder (founders) constituted according to International accounting standards (further - IFRS) or others, other than IFRS, internationally acknowledged rules. The procedure for cession of property the founder (founders) to the created economic society can be provided by the decision (agreement) on creation (organization) of economic society, and after state registration of the international company according to the procedure of incorporation - the agreement between such international company and its founder (founders).

4. For the purpose of this Federal Law in the territory of the Russian Federation are understood as implementation of investments:

1) the capital investments determined according to the Federal Law of February 25, 1999 No. 39-FZ "About investing activities in the Russian Federation performed in the form of capital investments";

2) investments in the authorized capital, fund or deposits to property of economic societies, being the Russian legal entities performing the types of activity which are not forbidden by the legislation of the Russian Federation.

5. For the purpose of this Article the volume of investment, specified in Item 1 of part 4 of this Article, is determined proceeding from the size of the corresponding costs for capital investments reflected according to accounting data, irrespective of their payment, and concerning the investments specified in Item 2 of part 4 of this Article, proceeding from the size of actually paid (made) investments. At the same time the investments specified in Item 1 of part 4 of this Article, made at the expense of the means specified in Item 2 of part 4 of this Article are considered when scoping investments only on one of the specified bases.

6. The minimum volume of investment necessary for receipt of the status of the international company constitutes fifty million rubles. The term during which investments shall be made constitutes one year from the date of state registration of the international company. The property value, transferred to the created economic society for the purpose of accomplishment of the requirement, stipulated in Item 6 parts 3 of this Article, is not considered for scoping of the investments specified in this part.

7. The amount, forms, conditions of the termination and terms of implementation of investments are in the territory of the Russian Federation established in the relevant document specified in Item 3 of part 3 of this Article.

7.1. The international company shall within thirty working days after one year from the date of its state registration send to managing company which status is determined according to the Federal Law "About Special Administrative Areas in the Territories of the Kaliningrad Region and Primorsky Krai" (further - managing company), the documents confirming implementation of investments in the established amount, form and fixed terms.

8. The intent declaration perform investments in the territory of the Russian Federation is the unilateral transaction made in simple written form according to which the foreign legal entity who submitted the application for state registration, or the founder (founders) of the created economic society shall (shall) perform in the territory of the Russian Federation investments on conditions which are provided by part 4 of this Article.

8.1. Date of emergence of obligations based on the intent declaration to perform investments date of state registration of the international company in the Russian Federation in the territory of the Russian Federation is considered.

8.2. Date of discharge based on the intent declaration to perform investments in the territory of the Russian Federation completion date of obligation on making of investments or date of the termination of the status of the international company is if other date is not established in the intent declaration to perform investments in the territory of the Russian Federation taking into account requirements of provisions of part 6 of this Article.

9. Obligations to perform the investments in the territory of the Russian Federation accepted by the foreign legal entity extend on under control to it legal entities if such persons also submitted the application for state registration in the Russian Federation. Obligations to perform the investments in the territory of the Russian Federation accepted by the founder (founders) of the created economic society are recognized accepted by the created economic society from the moment of its state registration.

10. The international company without the consent of managing company has the right to assign obligation fulfillment to perform investments in the territory of the Russian Federation to any person from group of persons which part this international company, according to the Federal Law of July 26, 2006 No. 135-FZ "About protection of the competition" on any of the bases, the stipulated in Article 9 Federal Laws of July 26, 2006 No. 135-FZ "About protection of the competition is". At the same time responsibility for execution of such obligation remains behind the international company.

11. Voided

12. Persons under control to the foreign legal entity or the international company or entering one group of persons with the foreign legal entity or the international company according to the Federal Law of July 26, 2006 No. 135-FZ "About protection of the competition", on any of the bases, the stipulated in Article 9 Federal Laws of July 26, 2006 No. 135-FZ "About protection of the competition", when giving in managing company of documents for state registration confirm only the compliance to the requirements provided by Items 1 and 2 of part 3 of this Article.

13. Except for the case provided by part 14 of this Article, in any purposes, stipulated by the legislation the Russian Federation, including for the purpose of determination of the size subject to dividend payout and the size of net assets, the international company at the choice has the right to use the accounting (financial) records constituted in accordance with the legislation of the Russian Federation or the financial reporting according to IFRS or others, other than IFRS, internationally acknowledged rules.

14. For provision in authorized state bodies in cases, stipulated by the legislation the Russian Federation, the international company constitutes accounting (financial) records in accordance with the legislation of the Russian Federation.

15. The financial reporting constituted according to IFRS or others, other than IFRS internationally acknowledged rules, is constituted and reveals at the choice of the international company in Russian or English. The functional currency and currency of accounts presentation are determined by the international company according to IFRS or others, other than IFRS, internationally acknowledged rules and can be other than currency of the Russian Federation.

16. The status of the international company is subject to annual confirmation during annual planned audit by managing company according to the procedure, stipulated in Clause the 10th this Federal Law.

Article 3. Trade name

1. The international company shall have trade name in the Russian and English languages.

2. The full trade name of the international company in Russian shall contain full name of the international company, specifying on its form of business and the status "the international company", and for public joint stock companies also specifying on the fact that society is public.

3. The full trade name of the international company in English shall contain full name of the international company, specifying on its form of business and the status of "international limited liability company" or "international joint-stock company", and for public joint stock companies of the word "international public joint-stock company".

4. The reduced trade name of the international company in Russian shall contain the full or abbreviated name of the international company and abbreviation of "MK", and for public joint stock companies abbreviation of MKPAO.

5. The reduced trade name of the international company in English shall contain the full or abbreviated name of the international company and abbreviation of "IC", and for the international companies in the form of public joint stock companies abbreviation of IPJSC.

Article 4. Personal law of the international company

1. Russian law becomes the personal law of the international company from the moment of its state registration in the Russian Federation. Provisions of the legislation of the Russian Federation taking into account the features established by this Federal Law are applied to the international company.

1.1. Provisions of paragraph two of Item 1 of Article 66, Item 3 of Article 66. 3, Articles 67, 67.1, subparagraphs of the 4 and 6 paragraph 2 of Chapter 4, Chapter 9.1 of the Civil code of the Russian Federation, the Federal Law of December 26, 1995 No. 208-FZ "About joint-stock companies" (except for provisions of Articles 84.1 and 84. 8, and also Articles 84.3 - 84.6 and 84.9 regarding regulation of execution of the procedures provided by Articles 84.1 and 84. 8) and the Federal Law of February 8, 1998 No. 14-FZ "About limited liability companies", and also provisions of the subordinate regulatory legal acts of the Russian Federation governing the relations following from the specified Federal Laws to the international companies created according to the procedure of redomitsilyation are not applied if other is not provided by this Federal Law or the charter of the international company.

1.1-1. Provisions of paragraph two of Item 1 of Article 66, Item 3 of Article 66. 3, Articles 67, of 67.1, subparagraphs of the 4 and 6 paragraph 2 of Chapter 4, of Chapter 9.1 of the Civil code of the Russian Federation, the Federal Law of December 26, 1995 No. 208-FZ "About joint-stock companies" and the Federal Law of February 8, 1998 No. 14-FZ "About limited liability companies", and also provisions of the subordinate regulatory legal acts of the Russian Federation governing the relations following from the specified Federal Laws to the international companies created according to the procedure of incorporation are applied if other is not provided by the charter of the international company taking into account provisions of this Federal Law.

1.1-2. The legislation of the Russian Federation on the security market is applied to the international companies in the part which is not contradicting this Federal Law and being of the relations arising from it.

1.2. The charter of the international company created according to the procedure of redomitsilyation can provide application of regulations of the foreign law to it governing the relations of members of the corporations founded by right which was applied to the foreign legal entity before date of state registration of the international company and also rules of the foreign exchanges provided that such regulations and rules were applied to the foreign legal entity before decision making about change of its personal law, and on condition of inclusion in the charter of the international company of the arbitral agreement provided by part 1.3 of this Article. In this case the relevant standards of foreign law, and also provision of rules of the foreign exchanges are applied taking into account all subsequent changes.

Warning!!!

This is not a full text of document! Document shown in Demo mode!

If you have active License, please Login, or get License for Full Access.

With Full access you can get: full text of document, original text of document in Russian, attachments (if exist) and see History and Statistics of your work.

Get License for Full Access Now

Disclaimer! This text was translated by AI translator and is not a valid juridical document. No warranty. No claim. More info

Effectively work with search system

Database include more 50000 documents. You can find needed documents using search system. For effective work you can mix any on documents parameters: country, documents type, date range, teams or tags.
More about search system

Get help

If you cannot find the required document, or you do not know where to begin, go to Help section.

In this section, we’ve tried to describe in detail the features and capabilities of the system, as well as the most effective techniques for working with the database.

You also may open the section Frequently asked questions. This section provides answers to questions set by users.

Search engine created by SoyuzPravoInform LLC.