A procedure has been developed for the creation of international companies on the territory of the SAR by way of incorporation. A foreign legal entity can act as a founder of a company, provided that the assets of such a foreign legal entity with a book value of at least 800 million rubles are transferred to the established international company within one year from the date of its state registration.
The bill was developed to allow the transfer to the Russian Federation of the ownership of the assets of foreign companies, the redomiciliation of which in Russia is impossible or significantly difficult due to the sanctions imposed by hostile states, the explanatory note says.
Organizations based in the SAR will be able to take the place of foreign holding companies in corporate business structures and act as holders of various assets, including shares and stakes in Russian business companies, the authors of the initiative suggest.
The charter of an international company established by way of incorporation in the legal form of a joint-stock company must provide for the formation of a board of directors (supervisory board). The quantitative composition of the Board of Directors (Supervisory Board) must be at least three members. The shares of such an international company are acquired by the founder in accordance with the decision to establish such a company or are placed among the founders of the international company in accordance with the agreement on the creation of an international company. Shares of an international company established by way of incorporation are considered to be placed on the day of state registration of the international company.
See Federal Law No. 452-FZ of 4 August 2023 “On Amendments to Certain Legislative Acts of the Russian Federation”.
Nadmitov, Ivanov & Partners Law Firm advises clients on the issues of doing business in the SAR and transferring international business to Russia.
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