Legal Presence in Russia
Legal Presence Summary | Representative Office | Branch | JSC (AO) | LLC (OOO) | Sources |
Last updated: December 6, 2016
There are two possible types of joint-stock companies in Russia:
- JSC (aktsionernoe obschestvo, акционерное общество, АО), which stands for non-public JSC (nepublichnoe aktsionernoe obschestvo, непубличное акционерное общество);
- Public JSC (publichnoe aktsionernoe obschestvo, публичное акционерное общество, ПАО).
- Private placement of shares, no free float;
- Statutory minimum charter capital: RUR 10 000;
- Number of shareholders is not limited, but there are additional requirements for JSCs with the number of shareholders exceeding 50;
- Obligation to use a licensed registrar (not necessarily independent one) for shareholders’ register maintenance;
- The registered participants at shareholders’ meetings and the decisions taken may be approved either by a licensed registrar or by a notary;
- Right of first refusal for shares may be stipulated by the Articles of Association (Ustav, Устав);
- JSC is not obliged to disclose information to the public in case the number of shareholders does not exceed 50, otherwise the limited amount of information is disclosed (annual report and annual financial statements).
Public JSC (ПАО)
- Public placement of shares, free float;
- Statutory minimum charter capital: RUR 100 000;
- Number of shareholders is not limited;
- Obligation to use a licensed independent registrar for shareholders’ register maintenance;
- The registered participants at shareholders’ meetings and the decisions taken must be approved by a licensed registrar, which acts as the counting commission (schetnaya komissiya, счетная комиссия) supervising the meetings;
- No right of first refusal for shares may be stipulated;
- Public JSC is obliged to disclose information to the public, specifically annual report, annual financial statements, announcements on shareholders’ meetings as well as prospectus and other information specified by the Russian legislation and / or the Russian Central Bank.
- One shareholder is allowed;
- Shareholders’ register is not disclosed to the public,
- Corporate government structure to be in place: the Shareholders’ Meeting, the Board of Directors (at least 5 directors, in case the number of shareholders in below 50 the Charter may delegate functions of the Board to the Shareholders’ Meeting), an executive body and internal auditing commission / elected internal auditor.
- Common shares are required to be placed; one or several classes of preferred shares are allowed (aggregate nominal value of preferred shares shall not exceed 25% of the charter capital),
- Annual audit by a licensed auditor is required,
- Shareholders’ meetings are a requirement, to be held at least once a year,
- Decisions at shareholders’ meetings mostly require a simple majority, while selected decisions require 75% of votes or unanimity.
- JSC is allowed to issue securities (shares, bonds and options) with compulsory registration at the Russian Central Bank.
The charter capital of JSC is comprised of nominal value of shares acquired by shareholders. All shares are paperless. In the course of a company’s establishment all shares shall be distributed among shareholders.
JSC shall place common shares and is allowed to place also the preferred shares of one or several types. The nominal value of the preferred stock shall not exceed 25% of the overall charter capital.
The statutory minimum charter capital of JSC is RUR 100 000 for public JSC (ПАО) and RUR 10 000 for non-public JSC (АО). At least 50% of the charter capital shall be paid within 3 months after the state registration, and it shall be paid in full within one year.