Putin signs law prolonging corporate anti-crisis measures
MOSCOW. Dec 25 (Interfax) - Russian President Vladimir Putin signs law extending corporate anti-crisis measures until the end of 2024.
Law N625-FZ was published on the official legal information portal.
The document extends the right of JSCs and LLCs to hold annual meetings of shareholders and participants in absentia until the end of 2024. They received this right in 2020 due to the coronavirus pandemic, but it was then extended every year. The ability of companies to elect boards of directors for three-year terms has been extended for a similar period.
The right of companies to have "truncated" boards of directors in the event of the departure of more than half of the members from it, and if at least three people remain, has been extended six months through July 1, 2024. For a similar period, companies under foreign sanctions will not be able to form boards of directors at all. Until the same date, there will be increased requirements for the size of the shareholding of an investor who requests documents from a company or challenges its transactions, actions taken by a joint-stock company or members of its board of directors. As a rule, a holder of 1% of the company's shares has this right, but as of 2022, a package of at least 5% is required for these actions to go forward.
In 2022, Russian legislation introduced provisions that allow for the suspension of the corporate rights of unfriendly foreign co-owners (with a stake of 25%) of significant Russian companies until the end of 2024. The latter included organizations with licenses for subsoil use or which own cross-border gas transportation infrastructure facilities in Russia if their shares are not traded on the stock exchange and there are no more than 50 shareholders.
The adopted law extends the possibility of foreign co-owners losing their rights until the end of 2025. This, as before, will be possible by court decision if "unfriendly" co-owners interfere with the normal functioning of the company. For example, from February 24, 2022 to December 31, 2024, if they publicly announce the termination of the company's activities in Russia, terminate significant contracts, or fire more than a third of the employees, etc.
Restrictions include a ban on participation in meetings of shareholders and members of an LLC, receiving dividends, distributing profits, and disposing of shares and interests.
These rules do not apply to organizations implementing projects for the production of liquefied natural gas under production sharing agreements.