Doing Corporate Business in Russia

Anna S. Vlasova is Candidate of Juridical Sciences, Associate Professor, Civil Law and Civil Process Department National Research University Higher School of Economics, Nizhny Novgorod, Russia. Anna is the author of scientific publications on business and corporate law issues in leading Russian journals. Her sphere of scientific interests includes civil law, corporate law, business law, tax law, and legal linguistics. Natalia M. Udalova is Senior Lecturer, Civil Law and Civil Process Department National Research University Higher School of Economics, Nizhny Novgorod, Russia. Natalia is the author of scientific publications dedicated to various issues of civil law. Her sphere of scientific interests includes civil law, business law, contract law, and tax law.

Table of contents

Preface

Acknowledgments

List of abbreviations

1. Legal outline of business activity in Russia

1.1. Concept and fundamental principles of business activity in Russia

1.2. Sources of legal regulation of business activity in Russia








System of public authorities regulating business activity



2. Concept and types of corporate business entities in Russia RUSSIA

2.1. Concept of a corporate business entity

2.2. Types of corporate business entities

3. Foundation of a corporate business entity

3.1. Intracorporate foundation procedures for a corporate business entity

3.2. State registration of corporate business entities

4. Starting a corporate business entity

4.1. Preparatory procedures

4.2. Getting special operation permissions

5. Legal aspects of the corporate governance and its role in business processes

6. Contractual relations as a basis of doing business in Russia

6.1. Concept and types of contracts in Russia

6.2. Preparing a contract

6.2.1. Selection and verification of counterparty to a contract

6.2.2 Drafting the text of contract

6.2.3. Corporate procedure for major deals (transactions) and related-party deals (transactions) in Russia

6.3. Implementation, modification and termination of contractual relations

6.3.1. Main aspects of contract implementation

6.3.2. Grounds and procedure to modify and terminate contractual relations

6.4. Most common types of business contracts: legal regulation and implementation

7. Changes to corporate business entities while doing business

7.1. Types of changes

7.2. State registration of changes not to be entered into constituent documents

7.3. State registration of changes to be entered into constituent documents

7.4. Reorganization of a corporate business entity and doing business

8. Bankruptcy of a corporate business entity

8.1. Bankruptcy grounds

8.2. Procedure of declaring bankrupt

8.3. Specific character of business during bankruptcy process

9. Liquidation of a corporate business entity as a final step of doing business in Russia

9.1 Grounds for liquidation

9.2. Liquidation procedure

9.3. Liquidation consequences

Appendices

Appendix A. Judicial System of the Russian Federation.

Appendix B. Decision of Founder(s) to Found a Legal Entity

Appendix C. Form of Decision on State Registration

Appendix D. Form of Entry Sheet from the USRLE

Appendix E. Notifying public Authorities on Starting Certain Activities

Appendix F. Notification Form on Starting Certain Business Activities

Appendix G. Description of Essential Terms of Contract by Various Legitimate Expressions

Appendix H. Example of Typical Structure of Civil Contract in Russia

Appendix I. Major Transaction (Deal) Decision

Appendix J. Means of Securing Performance of Obligations

Appendix K. Consequences of reorganization

Appendix L. Main Steps of Liquidation

Index