Russian Corporate Law Terms

If you own a share in a Russian company or sign contracts with one, you will see words like OOO, AO, uchastnik and ustavny kapital. OOO is a limited liability company, AO is a joint-stock company, uchastnik is a member of an OOO and ustavny kapital is the charter capital. This glossary explains these and other corporate terms in plain English.

It was prepared by attorney Elena Petrova for foreign shareholders, investors and counterparties. The main sources are the Civil Code and the federal laws on limited liability companies and on joint-stock companies.

Company Forms

ZAO and OAO are old forms. Since the 2014 reform of the Civil Code new companies are not created in them, but the names still appear in older contracts and registers.

Owners and Their Stakes

Uchastnik (участник) is a member of an OOO. Members hold shares called doli.

Dolya (доля) is a participation interest in an OOO, expressed as a percentage or a fraction.

Aktsioner (акционер) is a shareholder of an AO. Shares are called aktsii.

Beneficiar (бенефициар) is the ultimate beneficial owner behind the formal holders.

Vykhod iz obshchestva (выход из общества) is withdrawal of a member from an OOO with payment of the actual value of the share, if the charter allows it.

Capital and Money

Ustavny kapital (уставный капитал) is the charter capital contributed by the founders.

Chistye aktivy (чистые активы) are net assets. If they fall below the charter capital, the law requires the company to act.

Dividendy (дивиденды) are distributions of profit to members or shareholders.

Management Bodies

Obshchee sobranie (общее собрание) is the general meeting of members or shareholders, the highest body.

Sovet direktorov (совет директоров) is the board of directors. It is mandatory for public companies.

Generalny direktor (генеральный директор) is the chief executive who acts for the company without a power of attorney.

Protokol (протокол) is the minutes of a meeting. For an OOO the decision of the meeting generally has to be certified by a notary unless the charter sets another method.

Documents and Registers

Ustav (устав) is the charter, the core founding document.

EGRYuL (ЕГРЮЛ) is the Unified State Register of Legal Entities kept by the tax service. It shows the director, members and charter capital of an OOO.

OGRN and INN are the state registration number and the taxpayer number of a company.

Korporativny dogovor (корпоративный договор) is a shareholders' agreement between owners.

Disputes and Liability

Korporativny spor (корпоративный спор) is a dispute about ownership or management. Such cases go to arbitrazh courts.

Isklyuchenie uchastnika (исключение участника) is the expulsion of a member who seriously harms the company, by court order.

Krupnaya sdelka (крупная сделка) is a major transaction that needs approval by the owners.

Sdelka s zainteresovannostyu is an interested-party transaction.

Subsidiarnaya otvetstvennost is secondary liability of controlling persons for company debts in bankruptcy.

Using These Terms in Practice

Before you buy a share or sign with a Russian company, compare the extract from EGRYuL with the charter and the minutes. Differences between them often signal a future dispute.

Attorney Elena Petrova reviews Russian corporate documents for foreign owners and explains risks in English.

The main channel of communication with the attorney is email: attorneypetrova1@gmail.com.