A law on the liberalization of corporate relations was adopted and a decree on the repatriation of foreign currency was signed.
Law FZ-292 was signed on July 14, has already been published and entered into force. He made changes to a number of legislative acts and determined the features of corporate relations in 2022.
The following rules have been established that significantly simplify some of the formal procedures of a joint-stock company in the current year:
the deadline for holding annual meetings of shareholders has been extended until September 30;
the terms for compiling the minutes of the meeting and bringing the reports with the voting results to the shareholders were also increased - from 3 to 6 and from 4 to 8 working days, respectively.
However, for most AOs, these innovations came too late.
The law also states that if the board of directors has fewer members than provided by law or the charter, it retains its governing powers until the authorized bodies (general meeting, repeated or extraordinary) decide to elect a renewed board. However, there cannot be less than three members on the board of directors. Meetings of such a council are considered competent if at least half of the remaining members are present.
Certain preferences have been approved for business entities subject to sanctions. Until the end of next year, they may not form a board of directors if the general meeting so decides. The corresponding functions will be performed by a collegial or sole executive body (in the absence of a collegial one).
The terms for the sale of shares acquired in the current year by JSCs are doubled. If a decision is made to reorganize the company, the weighted average price of shares redeemed by it is determined at auctions organized for one month. It is not required to determine the market value of securities admitted to organized trading.
The head of state also signed a decree on the repatriation of the currency of foreign states by participants in foreign economic activity (FEA). The text of the regulation is also already available on the official portal of legal information.
The following is set:
residents - participants in foreign economic activity have the right to fulfill their obligations to foreign investors (holders of eurobonds) by placing similar bonds;
the government investment control commission was given the right to establish restrictions and prohibitions on crediting exporters to foreign accounts of foreign currency earnings;
a ban was introduced on the transfer of dividends received from Russian companies in foreign currency to foreign accounts.
The document develops and supplements the norms of the previously adopted presidential decrees on countering sanctions in the field of economy and finance.
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