The State Duma calculated the corporate discount

The bill on counter-sanction relief in the sphere of corporate relations will be significantly expanded at the second reading in the State Duma. In particular, for 2023 it is planned to extend the simplified procedure for moving companies from foreign jurisdictions to “Russian offshores” – this can be done without providing original documents, the receipt of which is complicated by sanctions. In addition, it is planned to extend the effect of “indulgences” for participants in the infrastructure market for at least another year – we are talking about the possibility of concluding concession agreements without a tender and getting rid of the need to coordinate changes with the antimonopoly service.

The bill on the extension to 2023 of the relaxation of corporate law introduced due to sanctions has been supplemented with new rules for the second reading. Sergei Gavrilov, head of the State Duma’s property committee, told Kommersant that the bill is scheduled to be considered at a plenary session of the chamber on Tuesday. Initially, it was about maintaining the possibility for companies to avoid liquidation if the size of net assets turned out to be lower than the authorized capital, as well as the continuation of the work of the board of directors in the composition truncated after the departure of foreigners until re-election (see “Kommersant” dated November 24).

The new amendments, in particular, extend the validity of the norm introduced in connection with fears of abuse by shareholders, in particular foreign ones, on the increase from 1% to 5% of the minimum block of shares, which gives the right to request documents and challenge the company’s transactions.

The bill also expands the exemptions for international companies that are created in Russia upon re-registration from foreign jurisdictions to special administrative regions (SAR). The version of the first reading made it possible to force the transfer of accounting for the rights to shares of such companies, it is proposed to extend the effect of the simplified “moving” to the Russian Federation for the second reading – in 2023, companies will have the opportunity not to provide the original documents necessary for this, if this is not possible (for example, constituent documents of a foreign company).

As Alexander Tokarev, a partner in the tax and legal consulting department at Kept, explains, the sanctions have complicated the process of moving to Russian jurisdiction – in the EU, for example, there are bans on accounting, auditing, tax and legal services for Russian persons, difficulties may also arise in communicating with local directors and services -providers. It should be noted that earlier the Ministry of Finance announced a further easing of requirements for residents of the SAR, in particular, expanding the possibilities for investing 300 million rubles necessary to obtain tax preferences – not only in infrastructure, but also in movable property, for example, in medical equipment. According to the Ministry of Economy, 68 companies “moved” to the SAR this year (in 2021 – 27), it is expected that by the end of the year there will be about 130 of them.

A separate block of amendments concerns the extension for 2023 of measures to support public-private partnerships (PPPs) – they were previously requested by market participants (see Kommersant dated September 14). We are talking about the possibility of concluding concession agreements without a tender if the investor owns the site where the project is planned to be implemented. It also provides for the possibility of changing concession agreements without approval from the Federal Antimonopoly Service (FAS). This measure, we note, will still not apply to housing and communal services and transport infrastructure, although previously business insisted on such an expansion. However, as Oleg Korneev, head of the construction control department of the Federal Antimonopoly Service, Oleg Korneev, noted yesterday at the conference “PPP in Russia: Indicators and Prospects”, during the period of this “indulgence”, the number of requests to the service for the approval of changes has even increased: companies are insured against possible claims in the future.

Evgenia Kryuchkova