In 2014 the Russian Commercial Code was amended in order to provide for a friendlier company registration process and to attract more foreign investors. One of the key amendments referred to the classification of joint stock companies. The new types of joint stock corporations acknowledged by the Commercial Code are:
The main difference between the two types of entities is their purpose: the public company can trade on the stock exchange, while the private one cannot. Our lawyers in Russia can offer more information on the new Company Law.
Foreign investors who want to open a private or a public joint stock corporation in Russia must to comply with the following share capital requirements:
The shareholders of a public joint stock company in Russia must deposit 50% of the capital within the first 3 months after the company is registered with the Companies Registrar, while the other 50% must be deposited by the end of the first year of activity. The public joint stock corporation must also have a management board comprised of at least 5 members and an auditor.
In order to register a joint stock company in Russia, no matter its type, the memorandum and articles of association must be prepared and filed with the Trade Register. Details of the shareholders and directors must also be submitted with the Trade Registry in Russia. In the case of public joint stock corporations, they must also register with the Russian Central Bank in order to be able to issue the shares intended for trade.
Foreign investors who have registered joint stock companies before the Commercial Code was amended, need only to partially modify the name of the company with the Trade Register, according to the provisions of the Civil Procedure Code.
For assistance in setting up a non-public or a public joint stock company, please feel free to contact our law firm in Russia.
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