<p>Impresa Società Crisi di Palazzolo Andrea, Visentini Gustavo</p>
Il Nuovo Diritto delle SocietàISSN 2039-6880
G. Giappichelli Editore

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Review of the russian corporate law (di Tanya Shaburova)


To start business operations with a foreign counterpart – no matter a resident of which country he is – you need to have two main things – a wish and a courage, the rest is just a technical question. Definitely easy say than do. Such approach can be applied only by an ignorant person. Obviously the starting point is to understand a legal issues of a matter. Thus, the author of the present article calls attention to the main aspects of Russian corporate law, related to starting business in Russia. The article is structured in the following way: Part One introduces possibilities to establish business relations with Russian counterparts; Part Two outlines an existing classification of forms of Russian legal entities; Part Three focuses on the most common forms of legal entities generally used by foreigners to establish its presence in Russia and on the issues which shall be reviewed before starting business in Russia.

1. Preliminary statement The references to the following legal acts of the Russian Federation are used in the presence article: CCRF – Civil Code of the Russian Federation (as amended). Competition Law – Federal law “On competition” (No. 135-ФЗ, dated 26 July 2006, as amended). Federal law “On licensing certain activities” (No. 99-FZ, dated 4 May 2011, as amended). Double Taxation Treaty – Double Taxation Treaty between Russian and Italian governments (dated 9 April 1996, including Supplementary Protocol, effective from 1 June 2012). Economic partnerships Law – Federal law “On economic partnerships” (No. 380-ФЗ, dated 3 December 2011, as amended, and became effective on 1 July 2012). Explanatory note on economic partnerships – An explanatory note to the draft federal laws “On Economic partnerships” and “On amendments to the Civil Code of the Russian Federation Part One relative to enactment of the federal law on economic partnerships”. Explanatory note on investment partnerships – An explanatory note to the draft federal laws “On Investment partnerships” and “On amendments to the certain legislative acts relative to enactment of the federal law on investment partnerships”. Foreign investments Law – Federal law “On foreign investments in the Russian Federation” (No. 160-ФЗ, dated 9 July 1999, as amended). Investment partnerships Law – Federal law “On investment partnerships” (No. 335-ФЗ, dated 28 December 2011, as amended, and became effective on 1 July 2012). JSC Law – Federal law “On Joint-Stock Companies” (No. 208-ФЗ, dated 26 December 1995, as amended). Law on securities market  – Federal law “On securities market” (No. 39-ФЗ dated 22 April 1996, as amended). LLC Law – Federal law “On Limited Liability Company” No. 14-ФЗ, dated 8 February 1998, as amended). Regulations on securities issue – Regulations on securities issue (No. 428-П dated 11 August 2014, as amended). State registration Law – Federal law “On state registration of legal entities and individual entrepreneurs” (No. 129-ФЗ dated 8 August 2001, as amended). The article provides an actual information as of 15 February 2016. It should be noted that the present article cannot substitute a “legal opinion” on a particular business issue. 2. Part One Current Russian legislation does not require from a foreign entrepreneur / investor to establish a legal presence within the territory of the Russian Federation to carry out its commercial activity. Different options exist: through legal presence and without such presence in the territory of the Russian [continua..]

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