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FEDERAL LAW OF THE RUSSIAN FEDERATION

of August 3, 2018 No. 290-FZ

About the international companies and the international funds

(as amended on 24-02-2021)

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 in connection with change by the foreign legal entity of the personal law according to the procedure of redomitsilyation (further - the international company), the rights and obligations of his participants, features of its activities, reorganization and liquidation, and also legal status of the fund having the status of the international fund (further - the international fund) registered in the Unified State Register of Legal Entities in the territory of the special administrative area in connection with change by the foreign legal entity of the personal law according to the procedure of redomitsilyation (further - the international fund registered according to the procedure of redomitsilyation) or according to the procedure of incorporation (further - the international fund registered according to the procedure of incorporation), the rights and obligations of founders of the international fund, features of its activities and liquidation.

2. The international company can become the foreign legal entity, the decision on change of the personal law in the procedure established by such personal law which is commercial corporate body and made (further - the foreign legal entity).

3. 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.

4. Provisions of the Federal Law of December 30, 2006 No. 275-FZ "About procedure for forming and use of the target capital of non-profit organizations" are not applied to the international funds.

5. Provisions of the Federal Law of January 12, 1996 "About non-profit organizations" are applied No. 7-FZ to the international funds in the part which is not contradicting provisions of this Federal Law. Provisions of Item 6 of Article 2, of Articles 13 and 13 are not applied to the international funds. 1, Item 2 of Article 18, Articles 23.1 and 27, Items 3, 3.2, 5, the 7 and 14 article 32 of the Federal Law of January 12, 1996 No. 7-FZ "About non-profit organizations".

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 "About Special Administrative Areas in the Territories of the Kaliningrad Region and Primorsky Krai".

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 to the foreign legal entity who:

1) at the time of decision making about change of the personal law, but anyway no later than January 1, 2018, independently, or through the directly or indirectly the under control persons determined according to Chapter XI of the Federal Law of December 26, 1995 No. 208-FZ "About joint-stock companies" and article 45 of the Federal Law of February 8, 1998 No. 14-FZ "About limited liability companies" or through the other persons entering one group of persons with the foreign person 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", or through branches or representations (other separate divisions) performs economic activity in the territory of several states;

2) submitted the application for the conclusion of the agreement on implementation of activities as the member of the special administrative area determined according to the Federal Law "About Special Administrative Areas in the Territories of the Kaliningrad Region and Primorsky Krai";

3) assumed liabilities 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) it is 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).

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 six months from the date of state registration of the international company.

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 ten working days after six months 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 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 according to the procedure of redomitsilyation 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.

10. The international company without the consent of managing company has the right to assign execution of the obligation to perform investments in the territory of the Russian Federation on 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. If the requirement, stipulated in Item 1 parts 3 of this Article, is carried out for the controlling foreign legal entity, then it is considered executed by legal entities also under control to it if such persons also submitted the application for state registration in the Russian Federation.

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 requirements, stipulated in Item 2 parts 3 of this Article.

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