I want us to explain everything to each other before I can go ahead with the handling of Company Registration and Presentation at the Ministry for registration of Contract between your firm and YYYYYY Company for granting of Mandate to represent the Company interest. Please go through all this fact and let me know your decision before I fully begin the Company Registration, all what written below would be used to prepare the Company Memorandum and would be the binding laws, rules and regulations upon which Company would be established and run all the activities.
Laws for registration of Legal Entities in Russia Federation Territory.
The authorized Capital base for a LLC is not less than 100 times of the current minimum wage instructed by the Russian Federation. (Minimum wage is about R1950 per month. (this my note))
Each Participant/Shareholder of the Company have equal right and entitle to the benefits of the Company according to interest percentage that each shareholder have in the Company.
Authorized capital is divided into shares which represent rights and obligations of a shareholder in accordance with their participations in the authorized capital.
All the documents for registration must be translate, legalize and certify by Notary.
Each share holders have a legal right to withdraw from the Company at any time without cause, irrespective of the consent of other shareholders of the Company. The Company must refund the participant in case the shareholder decides to withdraw and the amount must be equal to actual value of its participation interest in the Company Charter Capital.
Any shareholder that has at least 10% of authorized Capital base of the Company may apply to court to seek exclusion of another shareholder of the Company. An exclusion order will be granted only if applicant shareholder prove that the actions of the Participant Constitute gross violation of its duties, if as a result of such violation the conduct of the Company business becomes impossible or substantially more difficult. In such cases for obvious reasons it is unattractive to a foreign investor considering a joint with a Russian Partner.
Many decision of a company may be taken only by unanimous vote of all Company Shareholders. While this may be favorable for a minority shareholder, it is unattractive to a majority shareholder.
For any decision that might be raise by the Company, the decision can be adopted by no less than two-third of majority votes.
The management structure shall consist of the board of directors and the executive body. Board of Directors effects general supervision of the company’s business activities. Executive body of a company may be represented by both an individual and collegial body.
Companies shall file accounting and tax reports with the tax authorities on a quarterly basis. Reports on VAT shall be filed every month.
All the Participants/Shareholders must agree with the laws of Russian Federation and have fully understanding and translation of the Laws by a qualified attorney prior to the time of registration of the legal entity.