New conditions for making transactions with shares in the Authorized Capital

LEGAL DIGEST, MEDIA, NEWS \ 23.01.2023

The Government Commission for Monitoring the Implementation of Foreign Investments in the Russian Federation has determined the conditions for the carrying out transactions on the disposal of shares and stakes in the authorized capitals of Russian companies with the participation of foreign persons from “non-amicable” countries. 

Starting from December 30, 2022, when issuing permits by the Government Commission for Monitoring the Implementation of Foreign Investments in the Russian Federation (Government Commission) for carrying out transactions involving the disposal of shares and stakes in the authorized capitals of Russian companies by foreign residents of countries committing unfriendly actions towards the Russian Federation, the following conditions will be taken into account:

• availability of an independent estimation of the market value of assets;
• sale of assets at a discount of less than 50% of the market value of the relevant assets indicated in the asset estimation report;
• establishment of key performance indicators for new shareholders (owners) in the transaction documentation;
• availability of installment payments for 1-2 years and (or) an obligation to voluntarily send funds to the federal budget in the amount of at least 10% of the amount of the transaction (operation) being carried out.

In addition, an extract from the minutes of the Government Commission defines a list of conditions under which decisions will be made on the issuance of permits for the payment of profit (dividends) to foreign participants:

1. The amount of paid profit (dividends) is not more than 50% of the amount of net profit for the previous year.
2. Keeping records of the results of a retrospective analysis of the payment of profit (dividends) for previous periods.
3. Availability of willingness of foreign participants (shareholders) to continue commercial activity in the Russian Federation.
4. Accounting of Federal agencies of executive authority and the Bank of Russia on the assessment of the significance of the organization’s activities and its impact on the industrial sovereignty of the Russian Federation.
5. Establishment of quarterly key performance indicators of the organization by Federal agencies of executive authority.
6. Availability of the opportunity to pay profit (there is a willingness of foreign participants (shareholders) to continue commercial activity in the Russian Federation.

Please be reminded that the President of the Russian Federation signed a Decree establishing restrictions on transactions with shares and stakes of Russian companies with the participation of “non-amicable” non-residents. Such transactions can be carried out only if there are issued permits from the Government Commission.

In addition, the President of the Russian Federation has established a special procedure for the payment of profit (dividends) to foreign participants of the Russian company. If the payment amount is more than 10,000,000 rubles, then it is possible to carry out such a transaction only using an account of type “S”. When making payments in another way, a permit from the Bank of Russia will be required.

In other words, compliance with the conditions approved by the Government Commission will be taken into account when making a decision on issuing permits for the transaction.

In the matters of transactions with shares in the company’s authorized capital, please contact Acsour specialists. Our specialists will advise you on all your questions.