New company registration forms in Russia: a further step towards transparency

On 25 November 2020, Russia enacted an Order* approving new forms for registering changes in the Unified State Register of Legal Entities (the “Register”).

The number of registration forms for legal entities will decrease: there will be seven instead of 12 forms with some now combined into a single form. Also, new opportunities will be added to reflect information in the Register.

For example, forms No. Р13001 and No. Р14001 were abolished. Previously used to register changes made to constituent documents and to information about a legal entity contained in the Register, they were replaced with Form No. Р13014, which will be used to register the above changes.

The new forms are also designed to make it possible to fully implement changes made to Russian legislation as part of civil law reforms, which we reported on in 2014.

In addition to minor innovations, such as the ability to indicate the email address of a legal entity or the name of an organisation in a foreign language, applicants will have the opportunity to get, in particular, the following information recorded in the Register:

• whether a corporate agreement is in place and whether such a corporate agreement disproportionately distributes votes (Forms No. Р11001, Р12016, Р13014, Р17001);
• information on the structure of the sole executive body of a legal entity, and, if the company has several directors, the procedure for their interaction (whether they act jointly or independently of each other) (Forms No. Р11001, Р12016, Р13014);
• whether access to information on the Register about a company founder or the holder of the register of shareholders is restricted in cases where such a restriction falls within the scope of Government Decree No. 729 dated 6 June 2019* (Forms No. Р11001, Р13014, Р12016);
• whether a limited liability company uses the standard charter of a model previously developed by the Russian Ministry of Economic Development (Forms No. Р11001, Р12016, Р13014, Р17001);
• information on the combination of various forms of reorganisation (Form No. Р12003);
• whether an employer made all payments required by law to the organisation’s employees before liquidation (Form No. Р15016).

We believe that the new developments relating to the registration of corporate information which are now in force – and, in particular, the possibility of fixing the “two-key” principle – are a major and long-awaited step towards improving the corporate governance system in Russia.

From a practical perspective, it is clear that these registration forms have also been designed to improve the procedure for updating the information contained in the Register.

However, the efficiency of these developments can be evaluated only after their long-term practical application.

For more information on this eAlert, please contact CMS Russia expert Artashes Oganov or your regular contact at CMS Russia.

This article is co-authored by Stepan Gritsay.

* In Russian