FEDERAL LAW OF THE RUSSIAN FEDERATION

of August 4, 2023 No. 452-FZ

About modification of separate legal acts of the Russian Federation

Accepted by the State Duma on July 21, 2023

Approved by the Federation Council on July 28, 2023

Article 1

Bring in the Federal Law of August 3, 2018 No. 290-FZ "About the international companies and the international funds" (The Russian Federation Code, 2018, No. 32, Art. 5083; No. 53, Art. 8411, 8440; 2019, No. 48, Art. 6739; 2021, No. 9, Art. 1464; No. 27, Art. 5187; 2022, No. 13, Art. 1961; No. 29, Art. 5299; No. 52, Art. 9349) following changes:

1) in Article 1:

a) state part 1 in the following edition:

"1. This Federal Law determines legal status of the economic society with the status of the international company registered in the Unified State Register of Legal Entities according to the procedure of incorporation or in connection with change by the foreign legal entity of the personal law according to the procedure of redomitsilyation, the right and obligation of his participants, feature of its activities (including features of forming of bodies of the international company created according to the procedure of incorporation, implementation of their powers and adoption by them of decisions, features of scoping of the rights granted to shareholders of the international company - to shareholders of different categories (types), feature of registration of share issue of the international company and placement of such shares), reorganization and liquidations, and also legal status of socially useful fund or personal fund having the status of the international fund registered in the Unified State Register of Legal Entities according to the procedure of incorporation or in connection with change by the foreign legal entity of the personal law according to the procedure of redomitsilyation, the right and obligation of his founders, feature of its activities and liquidation.";

b) in part 2 the first offer to state in the following edition: "The status of the international company can be provided to the foreign legal entity, being commercial corporate body and made the decision on change of the personal law in the procedure established by such personal law (further - the foreign legal entity), or to newly created economic society, the founder (founders) of which accepted (made) the decision on creation of the international company according to the procedure of incorporation and addressed (filed) petition for state registration of the international company (further - the created economic society).";

c) parts 3 - 6 to recognize invalid;

2) in Article 2:

a) state part 3 in the following edition:

"3. The status of the international company is provided along with state registration in the Unified State Register of Legal Entities in case of observance of the following conditions which are subject to application depending on procedure for creation of the international company:

1) the foreign legal entity is registered created) according to the personal law no later than March 1, 2022 if later date is not established by the Government of the Russian Federation;

2) the foreign legal entity or the founder (founders) of the created economic society submitted the application for the conclusion of the agreement on implementation of activities in the territory of the special administrative area according to the Federal Law of August 3, 2018 to No. 291-FZ "About special administrative areas in the territories of the Kaliningrad region and Primorsky Krai";

3) the foreign legal entity or the founder (founders) of the created economic society assumed obligations on implementation of investments in the territory of the Russian Federation, including based on the intent declaration to perform investments in the territory of the Russian Federation, the special investment contract, the concessionary agreement, the agreement on state-private (municipal and private) partnership or other agreement;

4) the foreign legal entity or the founder (each of founders) of the created economic society are registered created) in the state or on the territories which are member Gruppy of development of financial measures of anti-money laundering (FATF), and (or) the member of the committee of experts of the Council of Europe according to measures of counteraction to money laundering and financing of terrorism (Manivel), and (or) the member of Eurasian group on counteraction of legalization of the criminal income and to financing of terrorism (EAG), and (or) the member of Asia-Pacific group on anti-money laundering (ATG), and (or) the member Gruppy on anti-money laundering in East and South Africa (ESAAMLG), and (or) the member Gruppy of development of financial measures of anti-money laundering in South America (GAFILAT), and (or) the member Gruppy of development of financial measures of anti-money laundering in the Middle East and in North Africa (MENAFATF), and (or) the member of the Caribbean group of development of financial measures of anti-money laundering (KFATF), and (or) the member of Intergovernmental group on anti-money laundering in the Western Africa (GIABA), and (or) the member Gruppy on anti-money laundering in the Central Africa (GABAK);

5) founder (each of founders) of the created economic society is the foreign commercial corporate body registered (created) no later than March 1, 2022 if later date is not established by the Government of the Russian Federation provided that the redomitsilyation of such organization on the territory of the Russian Federation is not provided or prohibited by the personal law of the foreign organization, and securities of such foreign organization (the securities of the foreign issuer certifying the rights concerning shares of the foreign organization) as of March 1, 2022 underwent the procedure of listing at the Russian exchange or the foreign exchange which corresponds to the criteria specified in item 4 of article 51.1 of the Federal Law of April 22, 1996 to No. 39-FZ "About the security market". If one of founders is the controlling person (as it is determined in the subitem 24 of Item 1 of article 2 of the Federal Law of April 22, 1996 No. 39-FZ "About the security market") other founder (other founders), the requirement of this subitem about listing of the corresponding securities can not be applied to the founder, being under control face of such founder;

The founder (founders) of the created economic society accepted 6) (assumed) obligation to transfer to the created economic society within one year from the date of its state registration property, including property rights which book value makes at least eight hundred million rubles (at least equivalent foreign currency amount on the official rate of the Central bank of the Russian Federation) as of end date of the last complete accounting year preceding state registration of the created economic society. Book value of the property which is subject to transfer to the created economic society is determined by data of the annual financial reporting or consolidated financial statements of the founder (founders) constituted according to International accounting standards (further - IFRS) or others, other than IFRS, internationally acknowledged rules. The procedure for cession of property the founder (founders) to the created economic society can be provided by the decision (agreement) on creation (organization) of economic society, and after state registration of the international company according to the procedure of incorporation - the agreement between such international company and its founder (founders).";

b) add part 6 with the offer of the following content: "The property value, transferred to the created economic society for the purpose of accomplishment of the requirement, stipulated in Item 6 parts 3 of this Article, is not considered for scoping of the investments specified in this part.";

c) in part 8 of the word "the foreign legal entity who submitted the application for state registration shall" shall be replaced with words "the foreign legal entity who submitted the application for state registration, or the founder (founders) of the created economic society shall (shall)";

d) regarding 8.1 words "according to the procedure of redomitsilyation" shall be replaced with words "in the Russian Federation";

e) add part 9 with the offer of the following content: "Obligations to perform the investments in the territory of the Russian Federation accepted by the founder (founders) of the created economic society are recognized accepted by the created economic society from the moment of its state registration.";

e) in part 10 to exclude the word "of";

g) in part 13 of the word "International Accounting Standards (IAS)" to replace with the word "IFRS";

3) in Article 4:

a) state the name in the following edition:

"Article 4. Personal law of the international company";

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