The core issue for establishment
of a branch
- Establishment of subsidiaries, representative offices, branches and subdivisions
- Development of corporate documents, corporate governance and financing systems
- Transfer of shares, restructuring of share capital
- Joint ventures, M&A, due diligence, shareholders agreements
- Securities, disclosure of information
- Profit distribution
- Reorganization and liquidation
ESTABLISHMENT OF SUBSIDIARIES, REPRESENTATIVE OFFICES, BRANCHES AND SUBDIVISIONS
Corporate law is the core issue for establishment of a branch, representative office, subsidiary or a joint venture. The quality of articles of association and of other corporate documents directly influence the organizational structure of a Russian company or a subdivision, the powers of the CEO and other bodies, the effectiveness of management and control, interaction with other shareholders of the joint venture, the ability of the parent company to influence the activities in Russia, distribution of dividends and so on.
Our lawyers will be glad to prepare a complete set of documents necessary for establishment and registration of your Russian subsidiary or subdivision. Our drafts will fully comply with your recommendations regarding corporate governance and financing. We will suggest the most effective legal solutions developed during many years we help European and international clients in Russia.
TRANSFER OF SHARES, RESTRUCTURING OF SHARE CAPITAL
If you would like to buy or sell shares in an existing Russian company, our lawyers will be there to support you. The transfer of shares in a Russian company requires many documents. The notary checks the powers of the parties, observes all procedures and restrictions provided by law (preemptive rights, share transfer bans, etc.), certifies the share purchase agreement, and sends an application to register the share transfer in Russian companies’ register. Our law firm will assist you at all stages of the share transfer – starting from negotiations with the buyer or seller and up to the registration of the share transfer in Russian companies’ register.
Before purchasing a company, our lawyers, accountants and tax advisers will perform a full due diligence of the target, its assets and liabilities, the rights of shareholders to sell their shares. We will provide you with a due diligence report in German, English, Italian or Russian, drafted in full compliance with international norms and standards.
JOINT VENTURES, M&A, FINANCING, SHAREHOLDERS AGREEMENTS
When establishing or purchasing a share in a joint venture, it is highly advisable to develop and sign with Russian partners a shareholders’ agreement. This agreement shall govern the rights and obligations of shareholders, the powers of the management bodies, decision procedures, contain deadlock resolution clause, regulate the participation of shareholders in the business of the joint venture (provision of financing, assets, know-how and trademarks, business relations, etc.), adjust the ways to exit the company and/or to transfer the shares, terms and conditions for distribution of profit, etc.
We will be glad to offer you the most advantageous and convenient solutions for financing your Russian company (loan, so-called “contribution to the property”, increase in share capital, etc.), prepare and register all necessary documents.
If your subsidiary or joint venture is public, our lawyers will support you on issuance and circulation of securities, disclosure of information and other requirements applicable to public companies.
REORGANIZATION AND LIQUIDATION
If for any reason you would like to cease operations in Russia, we will provide support at all stages of liquidation, including the provision of liquidator’s services, preparation and registration of all necessary documents, settlements with creditors and debtors, drafting liquidation balances, registration of liquidation in Russian state registries.