New rights and requirements

Wed, 01/03/2017

Legislation on Russian joint stock companies is about to be altered. By Ksenia Liskina, Relationship Manager, GSS Russia                                                           

The Ministry of Economic Development published a number of draft amendments to the Federal Law on Joint Stock Companies. Should the amendments be approved, the following changes will come into force:

  • Companies will have the option to stipulate in their articles of association a minimum dividend amount to be paid to preferred shareholders. Currently the amount is set to a fixed amount of money, as a percentage of the nominal value of the preferred shares, or determined in accordance with a calculation method.
  • Preferred shareholders will obtain the right to vote at General Shareholder Meetings if the agenda of the meeting includes the approval of amendments to the articles of association that may lead to the limitation of preferred shareholders’ rights under liquidation.
  • General meeting announcements will be published no later than 21 days prior to the meeting, instead of the current deadline of 20 days prior to the meeting.
  • The price of a buy-back offer cannot be lower than the average weighted trade price on the organised market for the last 6 months prior to the date of the decision of the meeting.
  • The Board of Directors will have the right to form committees for preliminary consideration of issues falling under the responsibility of the Board of Directors.
  • A requirement to form audit, risk and other committees will be introduced
  • Risk-management and internal control systems will be obligatory for public companies.


Ksenia Liskina
Relationship Manager
GSS Russia