1st Edition
Doing Corporate Business in Russia From Civil Theory to Practice
The right to do business in Russia is granted by the Constitution of the Russian Federation, which states that everyone shall have the right to freely use his or her abilities and property for entrepreneurial or any other economic activity not prohibited by the law. In the Russian Civil Code, business activity is understood as an independent activity, performed at one’s own risk, aimed at systematically deriving profit from the use of the property, the sale of commodities, the performance of work, or the rendering of services by the persons registered in this capacity in conformity with the law-established procedure.
Doing Corporate Business in Russia attempts to examine not only the theoretical aspects of Russian business procedures, but also the specific nature of their implementation. This book offers an examination of the process of establishing, functioning, and terminating various types of business corporations in the Russian Federation and gives readers a thorough understanding of business in Russia. It clarifies the legal features of management and interaction with contractors and public authorities. It also touches upon the issues of legal linguistics and its role in legal practice. Knowledge in this field enables the reader to get a sense of the correct interpretation of the content of legal documents, proper definitions of terms, and of the potential violations of the rights of business entities based on improper understanding of normative language.
The book will be useful to scientists and practicing lawyers, students, and anyone interested in the specifics of corporate business entities and the Russian business climate.
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
Biography
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.
