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Acknowledgements
Glossary
Foreword
Preface
Alexander Molotnikov,[3] Levon Garslian,[4] Andrei Gabov[5] Introduction to Business Law in Russia
1. Entrepreneurship Revival
2. Economic Environment
3. Business Law Evolution
4. Entrepreneurship as a Legal Concept, and Business Law Principles
Evgeny Arkhipov[15] Chapter 1 – Business Legislation
1. Business Legislation
1.1. The Hierarchy of Legal Acts Regulating Entrepreneurial Activities
1.2. Requisites of Legal acts
2. The Constitutional Basics of Entrepreneurship
2.1. The Legal Features of the Constitution
2.1.1. The Highest Legal Force
2.1.2. The Direct operation
2.1.3. The Application in the Whole Territory of Russia
2.2. The Main Provisions of the Constitution, Regulating the Entrepreneurial Activities
3. International Legal Acts
3.1. The Main International Treaties which the Russian Federation is a party to
3.2. The Acts of the Customs Union
4. Laws
4.1. Federal Constitutional Laws
4.2. Federal laws
4.2.1. The Laws of the Russian Federation
4.2.2. Codes
4.2.3. The Federal Laws
5. The Subordinate Legislation
5.1. Subordinate Legal Acts of Public Authorities
5.1.1. Acts of the President of the Russian Federation
5.1.2. Acts of the Government of the Russian Federation
5.1.3. Acts of the Ministries
5.1.4. Acts of Federal Agencies and Services
5.2. Other Subordinate Legal Acts
5.2.1. Central Bank of the Russian Federation (Hereafter CBR)
5.2.2. State Corporations
6. Acts of the Subjects of the Federation
6.1. The Competence of the Subjects of the Federation
6.2. The System of Acts of the Subjects of Federation
6.2.1. Constitution (charter) of the Federation Subject
6.2.2. Laws of the Subject of the Federation
6.2.3. Acts of the Highest Official of the Subject of Federation
6.2.4. Acts of Other Public Authorities of the Subject of Federation
7. The Municipal Acts Regulating Entrepreneurial Activities
8. Customs
9. The Judicial Practice
Evgeny Arkhipov[24] Chapter 2 – Business Association Forms
1. Persons Conducting Entrepreneurial Activities
1.1. Entrepreneurial Activities
1.2. The Right to Engagement in Entrepreneurial Activities
1.2.1. Natural Persons
1.2.2. Legal Entities
1.2.3. Participation of the Russian Federation, its subjects and Municipalities in the Civil Legal Relations
2. Individual Entrepreneurs
2.1. Registration as an Individual Entrepreneur
2.2. Status of an Individual Entrepreneur
2.3. The Responsibility of an Individual Entrepreneur
2.4. Employees of an Individual Entrepreneur
3. General Provisions on Legal Entities
3.1. Classification of Legal Entities
3.2. Profit Organizations and Non-Profit Organizations
3.2.1. Legal Status of Profit Organizations and Non-Profit Organizations
3.3. Corporations and Unitary legal entities
3.4. Establishment of Legal Entities
3.5. Preparation of Necessary Documents
3.5.1. Application of State Registration
3.5.2. Decision on the Establishment of a Legal Entity
3.5.3. Constituent Documents
3.5.4. An extract from the register of foreign legal entities of the respective country of origin of the founder (or any other proof of equal legal force), as to the legal status of the foreign legal entity
3.5.5. A Document Confirming the Payment of the State Fee
3.6. Submission of Documents to the Registering Body
3.7. Receipt of the Documents by the Registering Body, Confirming the Registration of the Establishment of the Legal Entity
3.8. Reorganization and Liquidation of Legal Entities
3.8.1. Reorganization
3.9. Liquidation
3.10. State Registration of Reorganization and Liquidation
3.11. Managing Bodies; Responsibility of Authorized Officers; Branches and Representations
3.11.1. Managing Bodies of the Legal Entity
3.11.2. Responsibilities of the Person Authorized to Act on Behalf of a Legal Entity; Responsibilities of the Members of the Executive Board of the Legal Entity; and Persons Determining the Actions of the Legal Entity (so-called "removal of a corporate veil")
3.11.3. Representations and Branches of the Legal Entity
4. Certain Types of Legal Entities
4.1. Corporate Profit Organizations
4.1.1. General Provisions on Economic Partnership and Companies
4.1.1.1. Charter (Share) Capital of Economic Partnership and Companies
4.1.1.2. Contributions to Property of Economic Partnerships and Companies
4.1.2. Economic Companies
4.1.2.1. General Provisions on Economic Companies
4.1.2.1.1. Types of Legal Entities
4.1.2.1.2. Public and Non-public Legal Entities
4.1.2.1.3. The Legal Entities’ Charter Capital
4.1.2.1.4. Corporate Agreement
4.1.2.1.5. Affiliates
4.1.2.2. LLC
4.1.2.2.1. The Legal Nature of LLC
4.1.2.2.2. The Features of the Establishment of A Limited Liability Company
4.1.2.2.3. LLC Participants
4.1.2.2.4. The Transfer of Participatory Interest in LLC’s Charter Capital
4.1.2.2.5. LLC Profit Distribution Among the Participants
4.1.2.2.6. Increase and Reduction of LLC Charter Capital
4.1.2.2.7. Contributions to the Company’s Assets
4.1.2.2.8. LLC Management Bodies
4.1.2.3. Joint Stock Company (JSC)
4.1.2.3.1. The Legal Nature of a JSC
4.1.2.3.2. The Features of the Establishment of a JSC
4.1.2.3.3. The Shareholders
4.1.2.3.4. The Shares
4.1.2.3.5. The Payment of Dividends
4.1.2.3.6. The Increase and the Reduction of JSC Charter Capital
4.1.2.3.7. JSC Management Bodies
4.1.3. Economic Partnership
4.1.3.1. Limited Partnership
4.1.4. Peasant (Farmer) Economies[39]
4.1.4.1. The Peasant (Farmer) Economy as an Association of Citizens
4.1.4.2. The Peasant (Farmer) Economy as a Legal Entity
4.1.5. Industrial Cooperative
4.2. The State and Municipal Unitary Enterprises
5. The Non-profit Organizations
5.1. The Non-Profit Corporate Organizations
5.2. Non-Profit Unitary Organizations
Svetlana Popova[42] Chapter 3 – Core Business Contracts
1. The Contract As a Basis for Creating Obligations
1.1. The definition of a contract under Russian law
1.2. General Provisions on Contracts
1.2.1. The Rules for Concluding Contracts
1.2.1.1. General rules for concluding a contract
1.2.1.2. Declaring the contact as unconcluded
1.2.1.3. State registration of contracts
1.2.1.4. Obligatory conclusion of a contract
1.2.1.5. Conclusion of a Contract at an Auction
1.2.2. The Rules on the Amendment and Termination of a Contract
1.2.2.1. The grounds for the amendment or termination of a contract
1.2.2.2. Unilateral refusal to perform the contract
1.2.2.3. The consequences of contract termination
1.2.3. Formal Requirements to the Contract
1.2.3.1. Simple written form of a contract
1.2.3.2. Contracts certified by notary
1.2.4. Security for the Performance of Contracts
1.2.4.1. Penalty (Article 330–333 of the CC of the RF)
1.2.4.2. Pledge (Articles 334–358.18 of CC of the RF)
1.2.4.3. Retention of property (Article 359–360 of CC of the RF)
1.2.4.4. Surety (Article 361–367 of CC of the RF)
1.2.4.5. Guarantee (Article 368–379 of CC of the RF)
1.2.4.6. Earnest money (Article 380–381 of CC of the RF)
1.2.4.7. Security deposit (Article 381.1–381.2 of CC of the RF)
2. Types of Contracts under the Russian Law
2.1. Contracts of Alienation of Property
2.2. Contracts of Transferring the Property for Use
2.3. Contracts on Providing Services and Performing Works
2.3.1. Contracts on Performing Works
2.3.2. Contracts on Providing Services
3. Common Types of Contracts
3.1. Contract of Sale
3.1.1. General Rules
3.1.2. Contract of Retail Sale
3.1.3. Contract of Supply
3.1.4. Contract of the Sale of Real Estate
3.1.5. Contract of the Sale of Enterprises
3.2. Contract of Lease
3.2.1. General Provisions on Leases
3.2.2. The Contract of Hire
3.2.3. Contract of the Lease of Buildings and Structures (Real Estate)
3.2.4. The Lease of Enterprises
3.2.5. Contract of Financial Lease (Leasing)
3.3. Contract of Work for Hire
3.3.1. General Provisions
3.3.2. Contract of Consumer Work
3.3.3. Contract of Construction Works
3.4. Contract of Providing Services
3.4.1. Contract of Providing Compensated Services
3.4.2. Contract of Delegation, Commission and Agency
3.4.3. Contract of Carriage
4. The Particularities of Concluding Contracts for State and Municipal needs
5. Liability for the Non-Performance of Contractual Obligations
5.1. Damages
5.2. Interest for unlawful retention of funds
5.3. Penalty
6. Conclusion
Kirill Nikolaev[64] Chapter 4 – Bankruptcy
1. Legislation on Bankruptcy
2. Definition, Criteria, and Features of Bankruptcy
3. Parties in Bankruptcy Proceedings
3.1. Legal Status of the Debtor
3.2. Legal Status of the Creditor
3.3. Meeting of Creditors
3.4. Arbitration Receiver
4. Bankruptcy Procedures (Stages)
4.1. Filing for Bankruptcy
4.2. General Characteristics of Bankruptcy Proceedings
4.3. Preventive Procedures
4.4. Receivership
4.5. Financial Rehabilitation
4.6. External Administration
4.7. Winding up
4.8. Voluntary Settlement
4.9. Simplified Bankruptcy Proceedings
4.10. The Bankruptcy Procedure for a Debtor’s Liquidation
4.11. Procedure of Bankruptcy of a Debtor in Absentia
5. Bankruptcy of Specific Types of Debtors
5.1. Peculiarities of Bankruptcy of Natural Monopoly Entities
5.2. Peculiarities of Bankruptcy of Credit Organizations
5.3. Specifics of Bankruptcy of the Strategic Enterprises
5.4. Specifics of Bankruptcy of Insurance Companies
6. Bankruptcy of Natural Persons and Individual Entrepreneurs
6.1. General provisions on the Bankruptcy of Natural persons and Individual Entrepreneurs
6.2. Restructuring of Debts
6.3. Sale of Assets
6.4. Amicable Settlement
6.5. The Specifics of Bankruptcy of Individual Entrepreneurs
Maria Kondratskaya[104] Chapter 5 – Securities Regulation
1. Review of the Current Legislation on the Securities Market
2. Types of Securities and Financial Derivatives
2.1. Types of Securities
2.1.1. Stocks/shares
2.1.2. Bonds
2.1.3. Russian depository notes
2.1.4. Issuer’s option
2.2. Types of Financial Derivatives
3. Regulation of the Activities of Securities Market-Makers
3.1. The Issuers and Investors on the Securities Market
3.2. Professional Securities Market-Makers
3.2.1. General terms on the professional activities of the securities market
3.2.2. Broker, dealer, and Forex-dealer of the securities market
3.2.3. Manager of the securities market
3.2.4. Depository and registrars on the securities market
3.3. The Organizer of Trading and Clearing Organizations on the Securities Market
3.3.1. Organizer of Trading
3.3.2. Clearing organization
4. Functions of the Major Regulator (Central Bank of Russia, CBR) on the Securities Market
5. Disclosure of Information Pertaining to the Securities Market
6. Liability on the Securities Market
7. Conclusion
Ilya Blokhin[119] Chapter 6 – Banking Regulation
1. General Description of the Russian Banking Sector
2. Legal and Regulatory Framework
2.1. Central bank of the Russian Federation
2.1.1. Licensing
2.1.2. Supervision
2.1.3. Deposit Insurance
2.1.4. Anti Money Laundering Regulation
2.1.5. Capital Requirements
2.1.5.1. Capital Adequacy
2.1.5.2. Liquidity Ratio
2.1.6. Accounting and Reporting Standards
2.2. Credit Organizations in the Russian Market
2.2.1. Banking Operations and Other Banking Services
2.2.2. Lending
2.2.2.1. Corporate Lending
2.2.2.2. Consumer Lending
2.2.3. Foreign Participation in the Russian Banking Sector
2.2.3.1. Direct Ownership
2.2.3.2. Representative Offices
3. The Impact of Sanctions on the Russian Banking Sector
Alexandra Chinenova[150] Chapter 7 – Regulation of Natural Resources
1. Introduction
2. Regulation of Subsoil Use
2.1. The Right to Ownership of the Subsoil
2.2. Types of Subsoil Use
2.3. Subsoil Areas of Federal Significance
2.4. Subsoil Users
2.5. Licensing
2.6. The Transition of Subsoil Use Rights, and the Termination of Rights
2.7. Rational Use and Protection of the Subsoil
2.8. PSA (Production Sharing Agreement)
2.9. Payments for the Use of Subsoil
2.10. Overview of the Acting Judicial Practice
3. Regulation of the Gas Industry
3.1. The Unified Gas Supply System (USGSS)
3.2. Gas Markets
3.3. Prices on Gas Markets
3.4. Gas Transportation
3.5. Connection to the Gas Distributing Networks and Access to Gas Transportation
3.6. Gas Supplies
3.7. Review of the Relevant Judicial Practice
4. The Regulation of Oil Sector
4.1. Access to Oil Pipelines
4.2. The Activities of Oil Refineries
4.3. The Right of Access to Trunk Pipelines
4.4. Sale of Oil Products
4.5. Review of Relevant Judicial Practice
5. Regulation of the Electric Power Industry Reforming the Electric Power Industry
5.1. UES of Russia
5.2. UNEG
5.3. Unified Monitoring Control (UMC)
5.4. The Wholesale Energy Market
5.5. The Status of Subjects of the Wholesale Market
5.6. Access to the Electric Networks, and Services on Electric Energy Transfer
5.7. Retail Markets of Electric Energy
5.8. Review of Relevant Judicial Practice
6. Conclusion
Valentin Petrov[179] Chapter 8 – Competition
1. Introduction
2. Major Areas of Focus of the Russian Competition Law
2.1. Prohibition of Monopolistic Behavior and Unfair Competition
2.1.1. Anticompetitive Agreements and Concerted Actions
2.1.2. Abuses of a dominant position
2.1.3. Prohibition of unfair competition
2.1.4. Penalties
2.2. Prohibition of Anticompetitive Actions of State Authorities and Agencies
2.3. Control Over Economic Concentration
2.3.1. Mergers
2.3.2. Establishment of New Entities
2.3.3. Acquisitions of Equity Interests, Assets or Rights
2.3.4. Financial Organizations
2.3.5. Elements of Threshold Calculation
2.3.6. Application Review by the FAS
2.3.7. FAS Filing
2.3.8. Intra-Group Transactions
2.3.9. Consequences of Failure to File
2.4. FAS Jurisdiction
2.4.1. General Overview
2.4.2. Strategic Investment Law Regulation
2.4.2.1. Private foreign investors
2.4.2.2. Government controlled foreign investors
3. Important Considerations for Foreign Investors
3.1. Merger Control Filings
3.2. Rules on Potentially Anticompetitive Agreements
4. Conclusion
Mergen G. Doraev[184] Chapter 9 – Investment Regulation
1. Legislative Framework
2. Foreign Investment Regulation
2.1. Definitions of Foreign Investors and Foreign Investment
2.2. Foreign Investment Guarantees
2.2.1. Guarantees of Nondiscriminatory Treatment
2.2.2. Guarantees Against Expropriation
2.2.3. Guarantees Related to Legal Protection and Dispute Settlement
2.2.4. Guarantees of the Repatriation of Capital and Profits
2.2.5. Subrogation
2.2.6. “Grandfather Clause”
2.3. Forms of Doing Business
2.3.1. Business Corporations and Joint Ventures
2.3.2. Branches and Representative Offices
2.4. Foreign Investment Restrictions
2.4.1. Foreign Investments in Strategic Industries
2.4.1.1. Definition of Strategic Industry
2.4.1.2. Thresholds
2.4.1.3. Exemptions
2.4.1.4. Application and Notification Procedure
2.4.1.5. Violations
2.4.2. Other Foreign Investment Restrictions
3. Special Contract Treatment
3.1. Concessions
3.1.1. Definition and Parties
3.1.2. Projects
3.1.3. Key Terms
3.2. PSAs
3.2.1. Definition and Parties
3.2.2. Projects
3.2.3. Key Terms
4. Investment Funds
4.1. Equity Investment Funds
4.2. Mutual Funds
5. Preferential Treatment
5.1. Special Economic Zones
5.1.1. General Regime of Special Economic Zones
5.1.2. Other Special Economic Zones
5.2. Skolkovo
5.3. Territories of Rapid Development
6. Schedule A. A List of Strategic Industries
7. Schedule B. Subsoil Areas of Federal Significance
8. Schedule C. Selected Foreign Investment Restrictions (other than those set forth by the Strategic Investment Law)
Elena Manasyan[266] Chapter 10 – Litigation, Arbitration and Other Means of Legal Protection
1. Forms and Ways of Protection of the Rights of Entrepreneurs
2. Judicial Forms of Protection of the Rights of Entrepreneurs
2.1. Overview of the Judicial System of the RF
2.2. Arbitration Courts
2.3. Courts of General Jurisdiction
2.4. Constitutional Court of the RF
3. Non-Judicial Forms of Protection of the Rights of Entrepreneurs
3.1. Complaint/Demanding procedure
3.2. Arbitral Tribunal Proceedings
3.3. International Commercial Arbitration
3.4. Notarial Procedure
4. Conclusion
We would like to express our deepest appreciation to the Lomonosov Moscow State University Faculty of Law, especially to Dean Alexander K. Golichenkov, Deputy Dean Vladimir Stepanov-Egiyants and to all professors of the Business Law Department for their help and support during the preparation of this book.
We are grateful to Professor Stephen Sammut for preparing a great foreword to our book and to Dr. Dan W. Puchniak, Professor Ciyun Zhu, Professor Anselmo Reyes, Professor Simon F. Deakin for their endorsements.
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Finally, in the administrative districts and areas of the city of Moscow, territorial authorities of executive power are formed – this includes the prefecture of administrative districts and councils of areas, which also adopt acts that are obligatory for execution.
Acts at the municipal level in the Russian Federation are also built in a certain hierarchy. The charter of municipality stands at the top of the system, the acts of the representative body (local parliament) are located a step below, the acts of the head of municipality are another step below, and finally the acts of other authorities are at the lowest level.
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