On 8 August Federal Law No. 300-FZ[1] came into force, introducing a number of amendments to legislation, the most important of which affect regulation of economically significant organizations (hereinafter – “ESO”). Read more about the status of ESO in our updates as of 4 August 2023.
One of the main changes is provision of a possibility to restrict the corporate rights of minority “unfriendly” shareholders of ESO, holding at least 5% of the ESO’s interests (shares). Thus, Russian currency residents, directly or indirectly owning more than 50% of the interests (shares) of such minority shareholder, as well as Russian Ministry of Industry and Trade, may apply to the court with such a request. In order to exercise this right, there should be:
- a decision of the Arbitration Court of the Moscow Region to suspend the corporate rights of a foreign holding in respect of ESO;
- one of the following actions (admitted inaction) of the minority shareholder:
- refusal (evasion) to exercise rights or to fulfill in good faith the obligations of a shareholder (participant) of ESO and (or) the emergence of a threat of such refusal (evasion);
- commission of actions (admitted inaction) aimed at creating obstacles to the management of ESO or its ordinary business activities;
- commission of other actions (admitted inaction) that may lead to termination or suspension of the ESO’s activity, its liquidation or bankruptcy.
In these circumstances abovementioned residents may also apply to the court to receive dividends due to them directly from the ESO, by passing unfair minority shareholder.
At the same time, disputes in these cases shall be referred to the court only after the Government Commission’s conclusion has been received. In particular, it is obliged to verify the existence of circumstances indicating unfair behavior of a minority shareholder.
Changes have also been made to the criteria for categorizing organizations as ESO. Now a business entity included in the register of organizations of the military-industrial complex may be recognized as ESO. In addition, the amount of revenue for ESO has been reduced from 70 to 10 billion rubles per reporting year.
1 Federal Law No. 300-FZ dated 08.08.2024 “On Amendments to the Federal Law “On the Specifics of Regulating Corporate Relations in Business Entities that are Economically Significant Organizations” and Article 3 of the Federal Law “On Amendments to Articles 6 and 7 of the Federal Law “On Amendments to the Federal Law “On the Central Bank of the Russian Federation (Bank of Russia)” and Certain Legislative Acts of the Russian Federation regarding the Specifics of Changing the Terms of the facility agreement, loan agreement" and Article 21 of the Federal Law “On Amendments to Certain Legislative Acts of the Russian Federation”