Economic Partnership

 

On 3 December 2011 the President signed Federal Law No. 380-FZ “On the Economic Partnerships.”

The Law introduces a new form of legal entity – the economic partnership. It is designed, in the first place, for investors implementing high-risk innovative business projects. The economic partnership, in particular, has the following specific features:

  • The partnership may not issue securities and may not own shares in other legal entities, but can be a member in unions and associations of legal entities;
  • The partners bear no liability for the obligations of the partnership and the partnership bears no liability for the obligations of its partners;
  • The partnership is managed in accordance with the charter and the partnership management agreement (if the partners decide to execute one); the partners are free to define in their partnership management agreement the rules on the management of the partnership, on the admission of new partners, withdrawal from the partnership, on profit distribution and voting rights;
  • Unless the management agreement provides otherwise, partners may transfer their participatory interest in the partnership’s joint capital to third parties subject to rights of first refusal of the other partners;
  • Profit distribution and voting rights can be regulated under the partnership management agreement and are not required to mirror the amount of the partners’ participatory interests in the joint capital.

A partnership management agreement is subject to notarization at the location of the partnership.

The Law will enter force on 1 July 2012.

For further information please contact Igor Ostapets or Irina Dmitrieva in the Moscow office of White & Case, tel + 7 495 787 3000 .

Share/Save