Legal alerts

Legal alerts

28 July 2021
With effect from 1 July 2021, an increase in the charter capital of an LLC with one participant must be certified by other notarial act.

Legal alerts

Law regulating LLCs1 with a sole participant was published. With effect from 1 July 2021, you need to have the decision regarding the increase in the charter capital of such a company, certified by a notary.

The notary identifies the personality of the participant, his powers and the right to make decisions, and then certifies the document regarding the increase in capital, and issues a certificate.

Previously, it was necessary to have the authenticity of the signature notarized. Such notarization did not certify the contents of the document.

Amendments to the laws regulating legal relations arising from convertible loan agreements, have been adopted.

Any person who has provided a loan to an LLC or a JSC can later on obtain the rights to participatory interests in or shares of these companies if the terms and conditions are not satisfied.

On 13 July, amendments to the laws came into force that will help regulate the relationship between the parties under convertible loan agreements, where borrowers will be non-public joint-stock companies (JSC) and LLCs.

Any persons, including members of the companies, except for banks and non-banking financial institutions, will be able to act as lenders.

The main condition of the agreement is that: if the borrower is a JSC, the right of the lender to request, in particular, the offset of its monetary claim against additional shares that will be placed by a closed subscription; if the borrower is an LLC, the right to increase the charter capital, as well as increase the size and par value of its participatory interest or of participatory interest to be bought.

The peculiarity is that the lender will be able to request to place shares, increase the carter capital of the LLC no later than in three months after the loan repayment due date. The parties will be able to agree upon a shorter period in the agreement. If, during this period, the lender requests to repay the money, it will not receive interest for using the loan under Article 395 of the Civil Code of the Russian Federation.

The JSC will have to obtain the consent of the General Meeting to make such agreement. All shareholders will have to vote positively. A similar requirement is valid for an LLC, and the resolution must be notarized.

This may be interesting for investors dealing with promising startups.

Enforcement immunity in respect of the debtor's sole housing.

Enforcement immunity, which a month ago protected the only housing, may no longer work, the Constitutional Court has formulated general terms and conditions for the abolition of the Only Housing Immunity. Case law in such events will start changing in favor of creditors.

Who will be affected?

Debtors-bankrupts — that is those who decided to go bankrupt voluntarily or at the claim of creditors and those who have housing — even the only one, but they do not pay their debts. But the courts can now apply the same rules outside of the bankruptcy proceedings: simply if there is a debt and there are no funds to repay it.

When resolving such matters, the court will take into account the market value of housing and the amount of debt. Foreclosure against the only housing will be applied if it helps to pay off a significant part of the debt.

It is worth mentioning that the clarifications of the Constitutional Court are not amendments to the law, but the courts should apply them when considering similar cases. The Constitutional Court explicitly stated that, although the matter still requires legislative regulation, the courts can apply the so-called enforcement immunity at their own discretion.

Unified Register of Business Inspections.

The Prosecutor General's Office of Russia announced the launch of the unified register of business inspections, which was created in accordance with the Law "On State Control (Supervision) and Municipal Control in the Russian Federation" dated 1 July 2021. The Law was adopted as part of the reform of control and supervisory activities, and now any business inspection is possible only after information about it is recorded in the register.

Unified Register:

- expands the list of control and supervisory measures;
- introduces a risk-oriented approach;
- prevents controlling authorities from setting performance indicators of their work depending on the number of preventive and control measures, violations detected.

The Unified Register was created to ensure the transparency of control (supervisory) activities and the digitalization of interagency information exchange.

Banks will be stricter in identifying legal entities before they are accepted for service.

Federal Law No. 355-FZ dated 02.07.2021 has expanded the list of information used by the bank to identify a legal entity client , its representative or beneficiary before acceptance for service. The amendments will come into effect on 13 July, this year. They apply not only by banks, but also by other organizations that carry out operations with money or other property.

It will be necessary to find, inter alia, the following:

• information about existing licenses for the right to conduct business;
• the domain name, the index of the website page on the Internet, using which the legal entity provides services (if any).

Thus, a legal entity whose activities are subject to licensing, but it does not have a license, will not be accepted for service. A legal entity whose website is included in the list of prohibited websites, will not be accepted for service as well.

The portal indicating mandatory business requirements has started working in the pilot mode.

On the portal, you can find the requirements that companies and entrepreneurs in various fields must comply with. Filters will help you find the information you are interested in: by type of activity, the inspection agency, the object of the requirement, etc. A separate card with a detailed description has been created for each requirement. Example. The requirement: "The sanitary clothing must be replaced as soon as it gets dirty." While the portal is working in test mode and it is being filled. As of 2 July, information on more than 4 thousand requirements of Rospotrebnadzor and the EMERCOM is already available.

The Federal Tax Service has released a review of innovations related to the land tax.

The Federal Tax Service of Russia has made an overview of the amendments to the Tax Code of the Russian Federation relating to land tax adopted by Federal Law No. 305-FZ "On Amendments to Parts One and Two of the Tax Code of the Russian Federation and Certain Legislative Acts of the Russian Federation" dated 2 July 2021:

• With effect from 1 January 2021, the tax benefit has been supplemented in respect of land plots belonging to religious organizations and intended for the placement of buildings, structures and constructions for religious and charitable purposes (paragraph 84 of Article 2, part 15 of Article 10 of the Law).
• With effect from 2 July 2021, an application-free procedure for obtaining tax benefits has been introduced for corporate taxpayers on the basis of information received by the tax authority in accordance with federal laws (paragraph 85 of Article 2, part 1 of Article 10 of the Law).
• With effect from 1 January 2021, the procedure for calculating the tax using an increasing coefficient has been clarified in relation to land plots acquired by individuals and legal entities for housing construction on them (paragraph 85 of Article 2 of the Law).

Federal Service for Supervision in the Sphere of Telecom, Information Technologies and Mass Communications (Roskomnadzor) has launched a service for preparing a consent form for the personal data processing.

With effect from 1 July, a new Internet service for personal data processors has been launched. It will help to correctly prepare a template for the consent form for data processing which are allowed to be distributed by a person. It takes into account the requirements to be mandatory from 1 September.

The processor will fill in the required fields in the constructor format. The template will be reviewed by a Roskomnadzor specialist, who, if necessary, will give recommendations for further development. The processor will be able to use the consent form in its activities.

We remind you that with effect from 1 March, operators are required to obtain consent in the form of a separate document.

We daily monitor changes in the law and provide our clients with proven solutions to any issues within the legal framework of the Russian Federation.
Please contact our specialists for more clarifications and explanations with regard to your issues.

1 Federal Law of 01.07.2021 N 267-FZ "On Amendments to Certain Legislative Acts of the Russian Federation"
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