Incorporating In The State Of Nevada
minutes of a constituent meeting, confirmation of the necessary payments and documents on the founders (trade register extract, articles of association and a letter of reference from their bank) shall be submitted to the registration authority.
The registration authority shall examine the founding documents within 21 days of their submission and register the company within that time if all the documents are in order. The state registration of companies in Russia is carried out by the State Registration Chambers.
The relevant State Registration Chamber is that of the company's domicile, but a company with foreign investment exceeding 100.000 roubles shall be registered at the State Registration Chamber of the Ministry of Economy. Having registered the company with the State Registration Chamber, it should additionally be registered with a number of local authorities.
Share Capital The share capital of the company is the aggregate nominal value of the outstanding shares. The minimum share capital of a closed joint stock company is 100 times the minimum wage and of an open joint stock company 1000 times the minimum wage i.e. at the time of drafting this article the minimum share capital is 8490 roubles or 84900 roubles (approximately USD 560 or 5600 respectively). The share capital may be paid for both in cash and in kind. In kind contribution may, in some cases, have tax and customs consequences. Subsequently the share capital may be increased or decreased. At least 50 % of the issued share capital must be paid before the company may be registered. Limits in shareholdings The holdings of one shareholder may be limited by the Articles of Association. The number of shareholders in a closed joint stock company may not exceed 50. In case it exceeds 50 a closed joint stock company shall be transformed into an open joint stock company within one year or dissolved. Management of the Company The highest management body of a joint stock company is the general shareholders meeting. Its exclusive authority covers i.e. amendments to the Articles of Association and the authorized share capital elections of the members of the Board of Directors and the auditing commission liquidation and reorganization of the company and confirmation of the annual final accounts. In most cases decisions in the general shareholders meeting may be made by a simple majority of votes. Certain decisions, however, require a majority of at least 3/4 of votes. In particular, such decisions are those on amending the articles of association, reorganization of the company, liquidation of the company and on conclusion of transactions of considerable value in comparison with the net assets of the company. Therefore, 75% of shares give the controlling interest in the company, 50% + 1 share are sufficient for adoption of most decisions and 25% + 1 share allows to block decisions requiring qualified majority. The articles of association may contain provisions on issues that shall be decided unanimously or by qualified majority (3/4) of votes.
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