21.07.2015 — Model charters

Starting January 1, 2016, limited liability companies (followed afterwards by other company types) will be able to use model charters when establishing companies in Russia.

In order to allow Russian companies to use the model charter, certain amendments to the Russian Civil Code and the Law, “On State Registration of Legal Entities,” were adopted. Under these amendments, Russian companies will now have the option to use an individually drafted charter or the model charter during company formation. While individually drafted charters must still be prepared in hard copies and approved by the Companies’ shareholders, the model charter will be prepared by state authorities and published on the webpage of the Federal Tax Service. Every company can decide individually whether or not to use the model charter.

The main rational for using the model charter is to save the time and money usually expended (ie, advisory fees) when drafting the charter. Further, using the model charter has one significant advantage: with the model charter, shareholders will not have to approve and submit a hard copy of the company’s charter to the tax authorities for its registration. To use the model charter, a company will only need to include a special reference to the use of the model charter in the decision on the company’s establishment and submit that reference to the tax authorities.

Companies operating under the model charter will have the use specially marked in the Unified State Register of Legal Entities. The State Register will operate as an open database (https://service.nalog.ru/vyp/) to allow users to check their potential counterparties’ information by ordering a digitally signed extract for free.

Lastly, from  January 1, 2016, company shareholders will be entitled to decide to use or terminate the model charter at any time at their own discretion. Nevertheless, these companies will be still obliged to submit a respective notification letter on the decision to the tax authority.