The Ministry of Economic Development will soon submit to the State Duma a bill aimed at keeping companies in Russia that have announced the suspension or termination of activities in the country, the press service of the department said. The measure is supposed to help people not lose their jobs and encourage foreign owners to quickly sell their shares in such organizations.
Earlier today, the United Russia party reported that a government commission approved the idea of introducing external management into companies leaving the Russian market, in which more than 25% are owned by foreign residents. The Ministry of Economy explained that “an external administration can be introduced if, in violation of the requirements of the legislation of the Russian Federation, the management of the organization’s activities by the head or other management bodies, including shareholders, was actually terminated.” Conclusions about the stoppage of work can be drawn on the basis that top management left Russia on February 24 (when Russia began a military operation in the Donbass and Ukraine), leaving the company “without management”, or withdrew the property of the enterprise, “because of which she became unable to fulfill her obligations.
“According to the proposals of the Ministry of Economy, any member of the Board of Directors or the Federal Tax Service of Russia can apply to the Moscow Arbitration Court for the introduction of external management in an organization by decision of the interdepartmental commission under the Ministry of Economic Development. In turn, the FTS, Rostrud, the head or prosecutor of a constituent entity of the Russian Federation at the location of the organization, or the head of the branch federal executive authority (federal executive body. – Note ed.) will be able to apply to the commission, ”the ministry said.
The court can then impose interim measures aimed at preserving the company’s property and jobs, as well as “freeze” shares. The owner will be given five days to decide on the resumption of activities, the transfer of his share in trust or sale thereof. Then – if the owner does not agree – an external administration will be introduced into the company, for example, from the state corporation VEB.RF or the Deposit Insurance Agency (if we are talking about a financial institution).
Based on the petition of the Federal Tax Service (FTS), the court may prohibit the disposal of the company’s property, which is worth more than 5% of its balance sheet. The exception will be transactions within the framework of “ordinary economic activity,” the Ministry of Economics noted.
It is assumed that the external administration will ensure the activities of the company, and will also be engaged in compiling a register of creditors’ claims against the organization, inventorying assets, assessing and replacing the latter. As a result, on the basis of the organization, a new one will be created, which then, three months after the introduction of external management, will be sold at an open auction.
When buying a new company, the one who already runs a similar business will have an advantage. At the same time, the new owner will be required to retain at least two-thirds of the jobs and continue the previous activity for at least a year. The provisional administration will monitor the fulfillment of duties and terminate the contract with the owner in case of violations. Then the auction will be held again.
Also, external administration can be introduced into a company whose managers take steps leading “to the unreasonable termination of the organization’s work, its liquidation or bankruptcy.” This may be evidenced by the termination of contracts or the reduction of more than three employees. Then external management will be appointed for six months. During this time, the owner will be able to go to court, declaring plans to resume operations or sell his share.
The Ministry of Economy noted that such applications for external management cannot be submitted in relation to credit, pension and insurance organizations. This is due to the fact that Russian legislation already provides for the possibility of promptly introducing temporary administration into such organizations.
According to scientists from Yale University, in general, to date, more than 300 foreign companies have announced the suspension of activities in Russia or the complete withdrawal from this market. The decision is related to the military operation that the country launched in the Donbass and in Ukraine as a whole on February 24.