Changes in Corporate Reorganisation Procedures.

19.03.2009

LEGAL UPDATE No. 11.

Goltsblat BLP advises that Federal Law No. 315-FZ dated 30 December 2008 “On Amendments to the Federal Law “On Banks and Banking” and Some Other Legislative Acts of the Russian Federation” (the “Federal Law”) came into effect on 31 December 2008.

The procedure for reorganising legal entities (in general, not only credit institutions) has been revised substantially, this being of particular relevance to the Russian economy today.

The amendments introduced into the first part of the Russian Civil Code, the Federal Law “On Joint-Stock Companies” and the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs” impose additional obligations on reorganised legal entities to disclose relevant information to the tax authorities, creditors and third parties, and to publish it.

Creditors’ rights are limited in relation to reorganised legal entities, from which they can now demand early performance or termination of obligations only with respect to receivables dating back to before the reorganisation announcement is published. Creditors of open joint-stock companies reorganised by merger, absorption or transformation may judicially demand early performance or termination of obligations only if the reorganised company, its participants or third parties did not provide sufficient security for their performance and provided the 30-day limit on raising a claim, which runs from the date of the most recent publication on the reorganisation, is not exceeded.

A creditor of a reorganised legal entity may not demand additional security for the latter’s obligations if the creditor already holds a pledge securing them.

The Federal Law has remedied one previous ambiguity by stipulating that claims raised by creditors do not entail suspension of the reorganisation.

The reorganisation procedure for credit institutions is set out in greater detail and its specific features in the event of a merger, absorption or transformation are defined.

For additional information, please contact:

Anton Rogoza, Partner,
Corporate/M&A,Goltsblat BLP
Tel: +7 (495) 287 44 44,
Email: info@gblplaw.com

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