ORDER OF THE GOVERNMENT OF THE RUSSIAN FEDERATION

of November 15, 2024 No. 1567

About approval of Rules of issue by Russian Government Commission on Foreign Investments of the conclusions about availability of circumstances under which implementation by the foreign legal entity, not being foreign holding company, corporate laws concerning economically significant organization is subject to suspension

According to the Federal Law "About Features of Regulation of the Corporate Relations in the Economic Societies Which Are Economically Significant Organizations" Government of the Russian Federation decides:

1. Approve the enclosed Rules of issue by Russian Government Commission on Foreign Investments of the conclusions about availability of circumstances in case of which implementation by the foreign legal entity, not being foreign holding company, corporate laws concerning economically significant organization is subject to suspension.

2. Item 3 of the Regulations on Russian Government Commission on Foreign Investments approved by the order of the Government of the Russian Federation of July 6, 2008 No. 510 "About Russian Government Commission on Foreign Investments" (The Russian Federation Code, 2008, No. 28, Art. 3382; 2023, No. 18, Art. 3310; No. 45, Art. 8059; 2024, No. 16, of the Art. 2250) to add with the subitem "zh" of the following content:

"g) issue of the conclusion about availability of circumstances under which implementation by the foreign legal entity, not being foreign holding company, corporate laws concerning economically significant organization is subject to suspension.".

Approved by the Order of the Government of the Russian Federation of November 15, 2024 No. 1567

Rules of issue by Russian Government Commission on Foreign Investments of the conclusions about availability of circumstances in case of which implementation by the foreign legal entity, not being foreign holding company, corporate laws concerning economically significant organization is subject to suspension

1. These rules establish procedure and terms of issue of the conclusion about availability of circumstances in case of which implementation by the foreign legal entity, not being foreign holding company, corporate laws concerning economically significant organization is subject to suspension according to the Federal Law "About Features of Regulation of the Corporate Relations in the Economic Societies Which Are Economically Significant Organizations" (further respectively - the Federal Law, the conclusion).

2. The conclusion is issued by Russian Government Commission on Foreign Investments.

3. The foreign legal entity, not being foreign holding company (further - the minority participant), is determined according to part 1 of article 12.1 of the Federal Law.

4. For the purpose of the appeal to Arbitration Court with the statement for suspension of implementation by the minority participant of corporate laws concerning economically significant organization, obtaining directly from economically significant organization of dividends (the part of profit intended for distribution between her participants) the applicant determined according to parts 2 and 3 of article 12.1 of the Federal Law (further - the applicant) having the right to direct in form according to appendix the application for issue of the conclusion about availability of circumstances under which implementation by the foreign legal entity, not being foreign holding company, corporate laws concerning economically significant organization is subject to suspension (further - the statement for issue of the conclusion).

5. The application for issue of the conclusion is directed to the federal executive body determined for the relevant economically significant organization according to Item 2 of the order of the Government of the Russian Federation of November 1, 2023 No. 1836 "About approval of Rules of decision making about inclusion of the Russian economic society in the list of economically significant organizations and about determination of the federal executive body authorized on the appeal to Arbitration Court with the statement for suspension of implementation of corporate laws concerning economically significant organization".

6. Are enclosed to the application for issue of the conclusion:

a) the documents confirming the applicant's compliance to the requirements provided by parts 2 and 3 of article 12.1 of the Federal Law;

b) the documents available in the circumstances and confirming compliance of the minority participant to the requirements provided by part 1 of article 12.1 of the Federal Law;

c) the documents confirming approach of the circumstance specified in paragraph one of part 1 of article 6 of the Federal Law;

d) the documents confirming availability of the circumstances specified in article 4 of the Federal Law under which implementation by the minority participant of corporate laws concerning economically significant organization is subject to suspension;

e) the documents available in the circumstances and confirming share of persons indirectly holding shares (shares in the authorized capital) of economically significant organization belonging to the minority participant.

7. The statement for issue of the conclusion, and also the data and documents based on which the statement for issue of the conclusion is created are represented to the federal executive body specified in Item 5 of these rules, in the stitched type are signed by the authorized person.

If originals of the documents specified in paragraph one of this Item are constituted in foreign language, they are represented with the translation into Russian certified in accordance with the established procedure (with putting down of apostille of competent authority of the state in which this document was constituted, or with representation of reasons for impossibility of its putting down).

8. The inventory of the directed documents specified in Item 6 of these rules is enclosed to the application for issue of the conclusion.

9. Data and documents based on which the statement for issue of the conclusion is created shall be complete and reliable. In case of impossibility of submission of the specified data and documents in full they are represented in the available amount. At the same time the reasons of impossibility of submission of such data and documents are specified.

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