Contributions to Joint Stock Company's Assets

13.07.2016

Legal Update No. 565

This update relies on legal acts and draft laws existing as of 3 July 2016.

Goltsblat BLP advises that Federal Law No. 339-FZ of 3 July 2016 “On Amending the Federal Law on Joint Stock Companies” (the “Amending Law”) has been adopted allowing shareholders to provide financing to a joint stock company through contributions to its assets by analogy with limited liability companies.

Specifically, the Amending Law supplements Federal Law No. 208-FZ of 26 December 1995 “On Joint Stock Companies” with new article 322  (“Contributions to a Company's Assets that do not Increase its Charter Capital”), specifying that shareholders may make gratuitous contributions to a joint stock company's assets in cash or in kind that do not increase its charter capital or change the par-value of its shares under the relevant agreement with a company not covered by the civil law gift-related provisions.

Moreover, the Amending Law permits a non-public joint stock company's articles of association to specify:

  • a maximum for contributions to a company's assets by all or specific shareholders in it or stipulate other restrictions on contributions to be made to it (such as that the obligation to make contributions to its assets may only be imposed on shareholders owning shares of a certain category (type)); as well as
  • that the obligation to make contributions to a company's assets, as well as the procedure, grounds and terms for this, may be stipulated by a general shareholders’ meeting’s decision made unanimously by all shareholders of the company.

The relevant developments specified by the Amending Law will take effect on 15 July 2016.

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