FEDERAL LAW OF THE RUSSIAN FEDERATION

of February 16, 2022 No. 10-FZ

About introduction of amendments to articles 28 and 29 of the Federal law "About Protection of the Competition" and the Federal Law "About Procedure of Foreign Investments in the Economic Societies Having Strategic Importance for Ensuring Defense of the Country and Safety of the State"

Accepted by the State Duma on January 26, 2022

Approved by the Federation Council on February 11, 2022

Article 1

Bring in the Federal Law of July 26, 2006 No. 135-FZ "About protection of the competition" (The Russian Federation Code, 2006, No. 31, Art. 3434; 2008, No. 45, Art. 5141; 2009, No. 29, Art. 3601; 2011, No. 50, Art. 7343; 2013, No. 30, Art. 4084; 2015, No. 41, Art. 5629; 2016, No. 27, Art. 4197) following changes:

1) Article 28 to add with part 2.1 following of content:

"2.1. The requirement about receipt of prior consent of antimonopoly authority of implementation of transactions provided by part of 1 this Article is not applied if the transactions specified regarding 1 this Article involve establishment of the control of the beneficial owner lost later March 17, 2014 over the foreign legal entity registered according to the procedure of redomitsilyation according to article 5 of the Federal Law of August 3, 2018 No. 290-FZ "About the international companies and the international funds" provided that the information about this beneficial owner is provided in case of such state registration and the specified transactions are performed within ten years from the date of such state registration, and also involve establishment of control of the beneficial owner over this foreign legal entity in the same amount which existed before its loss. The signs specified in parts 1 and (or) 2 of article 5 of the Federal Law of April 29, 2008 to No. 57-FZ "About procedure of foreign investments in the economic societies having strategic importance for ensuring defense of the country and safety of the state" concerning the economic society having strategic importance for ensuring defense of the country and safety of the state are applied to determination of the fact of finding of the foreign legal entity under such control. The concept "beneficial owner" is used in this Article in the same value, as in article 3 of the Federal Law of August 7, 2001 No. 115-FZ "About counteraction of legalization (washing) of income gained in the criminal way and to terrorism financing".";

2) Article 29 to add with part 3 following of content:

"3. The requirement about receipt of prior consent of antimonopoly authority of implementation of transactions provided by part of 1 this Article is not applied if the transactions specified regarding 1 this Article involve establishment of the control of the beneficial owner lost later March 17, 2014 over the foreign legal entity registered according to the procedure of redomitsilyation according to article 5 of the Federal Law of August 3, 2018 No. 290-FZ "About the international companies and the international funds" provided that the information about this beneficial owner is provided in case of such state registration and the specified transactions are performed within ten years from the date of such state registration, and also involve establishment of control of the beneficial owner over this foreign legal entity in the same amount which existed before its loss. The signs specified in parts 1 and (or) 2 of article 5 of the Federal Law of April 29, 2008 to No. 57-FZ "About procedure of foreign investments in the economic societies having strategic importance for ensuring defense of the country and safety of the state" concerning the economic society having strategic importance for ensuring defense of the country and safety of the state are applied to determination of the fact of finding of the foreign legal entity under such control. The concept "beneficial owner" is used in this Article in the same value, as in article 3 of the Federal Law of August 7, 2001 No. 115-FZ "About counteraction of legalization (washing) of income gained in the criminal way and to terrorism financing".".

Article 2

Bring in the Federal Law of April 29, 2008 No. 57-FZ "About procedure of foreign investments in the economic societies having strategic importance for ensuring defense of the country and safety of the state" (The Russian Federation Code, 2008, No. 18, Art. 1940; 2011, No. 1, Art. 32; No. 47, Art. 6612; 2014, No. 45, Art. 6153; 2017, No. 30, Art. 4445; 2021, No. 11, Art. 1705) following changes:

1) in Article 10:

a) the paragraph one of part 1 after the words "with Article 10.1" to add with the words "or 10.2";

b) to add part 3 after the words "with Article 10.1" with the words "or 10.2", to add with the offer of the following content: "By preparation of the conclusions about availability or about lack of need of consideration by the Commission of the petition provided by part 1 of article 10.2 of this Federal Law, federal executive body in the field of defense and federal executive body in the field of safety including availability or lack of need of assignment by the Commission on the applicant of one or several obligations provided by parts 1 and 1.1 of article 12 of this Federal Law is considered.";

c) to add part 6 after words of "Article 10.1" with the words "or Item 1 of part 4 of Article 10.2";

To add 2) with Article 10.2 of the following content:

"Article 10.2. Features of decision making in the simplified procedure about preliminary approval of the transaction concerning certain foreign legal entities

1. Transactions, the control of the foreign investor who is the beneficial owner of the foreign legal entity registered according to the procedure of redomitsilyation according to article 5 of the Federal Law of August 3, 2018 No. 290-FZ "About the international companies and the international funds", and exercising control over the economic society having strategic importance lost later March 17, 2014 involving establishment provided that the information about this beneficial owner is provided in case of such state registration and the specified transactions are performed within ten years from the date of such state registration, and also involve establishment of control of the beneficial owner over this foreign legal entity in the same amount which existed before its loss, it is allowed in the presence of the decision on preliminary approval of the specified transactions, the corresponding petition for preliminary approval of the transaction accepted by results of consideration taking into account the features provided by this Article.

2. The structure of the petition for preliminary approval of the transaction specified regarding 1 this Article in addition to the documents provided by part 2 of article 8 of this Federal Law joins the following documents:

1) the document containing data on the shares (shares) constituting the authorized capital of the foreign legal entity and belonging to the foreign investor specified regarding 1 this Article before loss of control over such foreign legal entity;

2) copies of agreements or other agreements based on which the foreign investor specified regarding 1 this Article lost control over the foreign legal entity, with indication of date of loss of such control;

3) the document constituted by the foreign investor specified regarding 1 this Article, in any form, containing the information about the beneficial owner of the foreign legal entity (surname, name, middle name (in the presence), the residential address, share of immediate or indirect possession by the foreign legal entity), information on which was provided in case of state registration of the foreign legal entity according to the procedure of redomitsilyation according to the requirements provided by the Federal Law of August 3, 2018 No. 290-FZ "About the international companies and the international funds".

3. The decision by results of consideration of the petition provided by part of 1 this Article after conducting check according to the procedure established by parts 1 - the 5th article 10 of this Federal Law, is accepted by authorized body taking into account the features provided by this Article.

4. Within three days from the date of the end of conducting the check provided by part 1 of article 10 of this Federal Law, and receipt in authorized body of the conclusions specified regarding 3rd article 10 of this Federal Law, authorized body based on the acquired information:

1) makes the decision on preliminary approval of the transaction with indication of effective period of such decision and sends the copy of this decision to the Commission within three working days from the date of its acceptance in the presence of the conclusions of federal executive body in the field of defense and federal executive body in the field of safety about lack of threat according to defense of the country, safety of the state as a result of making of the corresponding transaction and about lack of need of consideration of the corresponding petition by the Commission;

2) sends to the Commission documents and information which are provided by part 6 of article 10 of this Federal Law, for consideration of the petition by the Commission according to article 11 of this Federal Law in the presence of the conclusion which arrived from federal executive body in the field of defense or federal executive body in the field of safety, on need of consideration of the corresponding petition by the Commission and (or) about emergence of threat according to defense of the country, safety of the state as a result of transaction or in the absence of one of the conclusions of the specified federal executive bodies directed according to request of authorized body in time, established by this Federal Law.".

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