Advanced Search

About The Russian Private Equity Fund

Original Language Title: О Российском Фонде Прямых Инвестиций

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now for only USD$40 per month.
RUSSIAN FEDERATION FEDERAL LAW On the Russian Direct Investment Fund, adopted by the State Duma on May 17, 2016 Approved by the Federation Council on May 25, 2016 Chapter 1: Basic provisions Article 1. Relationship governed by this Federal Law Law This Federal Law sets out the legal position, principles of organization, purpose of creation and activity, reorganization and liquidation of the joint-stock company "Management Company of the Russian Direct Investment Fund" (hereinafter-Society) and peculiarities of the procedure of implementation by the Society of activities on trust management of investment funds, including the closed mutual investment fund " Russian Federation Direct Investment Fund for qualified The Conference of the Parties, Article 2. Legal position of the Society and the Foundation 1. The society is a non-public joint-stock company, the sole shareholder of which is the Russian Federation. 2. The location of the Society is the city of Moscow. 3. The company's full brand name in Russian is a joint-stock company "Managing company of the Russian Direct Investment Fund". The abbreviated company name of the Society in Russian is "Criminal Code of the Russian Federation". The Charter of the Society may contain the full and abbreviated names of the Society in the languages of the peoples of the Russian Federation and (or) foreign languages. 4. The foundation is a separate property complex consisting of property transferred to the trust management by the founder (founders) of the fiducial management with the condition of combining the property with the property of the other founders The share in ownership of which is certified by a securities issued by the Society. 5. The Society is not in charge of the obligations of the Russian Federation. The Russian Federation is not in charge of the obligations of the Society. The property of the Society cannot be punished by the obligations of the Russian Federation. Article 3. Legal regulation of the Society and the Foundation 1. The legal status and activities of the Society, including the specific features of the educational system and the competence of the governing bodies of the Society, are governed by this Federal Act, other federal laws and their regulatory legal framework. OF THE PRESIDENT OF THE RUSSIAN FEDERATION The Charter of the Society must not conflict with this Federal Act. 2. Russian Civil Code, Federal Law dated December 26, 1995 No. 208-FZ "On joint-stock companies" (hereinafter the Federal Law "On joint-stock companies"), Federal Law 29 November 2001 No. 156-FZ On Investment Funds "(hereinafter referred to as the Federal Law" On Investment Funds "), Federal Law No. 39-FZ of 22 April 1996 on the securities market, Federal Act No. Act No. 160 of 9 July 1999 on foreign investment in the Russian Federation, other federal laws relating to the activities of the Society, apply to the Society's activities in part, not to contrary to this Federal Act. 3. The operation of the Foundation is based on a license issued by the Bank of Russia in accordance with the procedure established by the Federal Law "On investment funds", in accordance with the rules of trust management of the mutual funds, taking into account the peculiarities set by this Federal Law. 4. Changes and additions to the Fund's trust rules on matters referred to in article 18, paragraph 9, subparagraph 1, of the Federal Law Investment funds ", may be made only by mutual agreement of the Society and the founder (s) of the trustee of the Fund. Transfer of rights and obligations under the trustee of the Fund of another managing company and early termination of the trust fund of the Fund is permitted only by mutual agreement of the Society and the founder (founders) Trust Fund of the Fund (except if such transfer or early termination occurs when the grounds specified in article 30, subparagraph 3, of the Federal Law " About investment funds "). The provisions of article 18, paragraph 9, subparagraphs 2 and 3, of the Federal Law on Investment Fundsare not applicable. Article 4. Property of Society and Foundation 1. The property of the Society is formed by deposits in the charter capital of the Society, the revenues derived from the activities of the Society, as well as other legal revenues. 2. The property of the Society is separated from the property of the Fund, the property of the owners of the investment paev, the property constituting the other investment funds held in trust by the Society, as well as other property located in the The Society's trustee or otherwise. Such property is taken into account by the Society in a separate balance and is maintained independently. 3. The proceeds from the fiducials of the assets of the Fund shall be included in the assets of the Fund and shall be used in accordance with the Fund's investment declaration. 4. Expenses relating to the fiducials of the assets of the Fund shall be charged against the property of the Fund. The list of these expenditures is determined by the Bank of Russia regulations. In addition, the assets of the Fund may be charged for the cost of the analysis of investment projects, including various types of expertise, auditing of the accounting (financial) records and the legal review of the constituent documents, and activities of economic associations, shares (shares in the authorized capital) of which are acquired or are planned to acquire in the property of the Fund, as well as other expenses within the limits of the size established in the rules of trust management of the Fund. Article 5. Society activities 1. The Society works to attract foreign and Russian investments, highly skilled personnel and innovative technologies in the economy of the Russian Federation, to ensure the development and competitiveness of the economy of the Russian Federation, Promoting investment activity by developing relationships with foreign investors, contributing to the creation and spread of a favorable investment climate and positive perception of the investment opportunities of the Russian Federation THE RUSSIAN FEDERATION business. 2. The Society acts as a trustee for the Fund by financing investment projects both in the Russian Federation and outside its territory, including with the participation of foreign persons. 3. The Society implements projects with the funds of the National Welfare Fund in the order and under the conditions set by the Government of the Russian Federation. 4. The Society has the right to administer the trust funds of other investment funds other than the Fund. 5. The company has the right to invest its own funds, to make transactions on the transfer of property in use, to provide advisory services in the field of investments, while observing the requirements of Bank of Russia regulations on prevention conflict of interest, as well as other activities aimed at achieving its objectives, including: 1) to acquire shares (shares, shares) in the charter capital of economic societies, as well as investment and mutual funds fund; 2) manage securities, Investment funds and non-State pension funds; 3) to sue and sue the court in connection with the trust fund management of mutual funds; 4) Create branches and open offices and create legal entities within the Russian Federation and beyond; 5) to carry out other activities. Chapter 2. Society Reporting and Audit Article 6. Society Accounting and Reporting 1. The reporting year of the Society is set from 1 January to 31 December of the calendar year inclusive. 2. The Society keeps accounting in accordance with the accounting and reporting rules established in the Russian Federation by the management company of the mutual investment fund, as well as the International Financial Reporting Standards. 3. The annual report of the Society is prepared annually no later than 30 April of the year following the reporting year and shall be approved by the Supervisory Board of the Society no later than 15 June of the year following the reporting year. 4. In addition to other reports that the Society is obliged to submit or disclose in accordance with the legislation of the Russian Federation, the Society submits to the founder (s) trustee of the Fund's financial statements The assets of the Fund shall be in accordance with the forms approved by the Supervisory Board of the Society. Article 7. Society Audit Auditing 1. In order to verify the annual accounting (financial) accounting of the Society, the Supervisory Board of the Society approves the audit organization as well as its remuneration. 2. The audit organization conducts a mandatory audit of the Company's annual accounting (financial) accounting until it is approved by its supervisory board. Article 8. The Society's Audit Commission 1. An audit commission is being established to oversee the financial and economic activities of the Society. 2. The decisions on the appointment of the chairman and members of the Audit Commission of the Society and the termination of their powers, including early termination of their powers, are taken by the Supervisory Board of the Society on the proposal of the Director General of the Society. The members of the Audit Commission are appointed for up to one year. 3. The procedure of the Audit Commission of the Society is established by the Society's internal document, which is approved by the Supervisory Board of the Society. Chapter 3: Society Management Article 9. The Society 1. The organs of the Society are the sole shareholder, the Supervisory Board, the Board and the Director General. The Board of the Society and the Director General of the Society report to the Supervisory Board of the Society. 2. The general director of the Society, members of the Board of the Society, members of the Supervisory Board of the Society must comply with the requirements of the said persons in accordance with Federal Law "About investment funds". At the same time, it is not necessary to coordinate with the Bank of Russia candidates for the post of the general director of the Society and members of the Supervisory Board of the Society. Article 10. The sole shareholder of the Society 1. The sole shareholder of the Society is the Russian Federation. 2. The sole shareholder of the Society is: 1) the decision to reorganize the Society; 2) to decide on the approval of the Society's property transactions, in which all members are interested of the Supervisory Board of the Society, or if the number of non-interested members of the Supervisory Board of the Society is less determined by the Society for the quorum for the meeting of the Supervisory Board of the Society; 3) determination of quantity, nominal value, category (type) the declared actions and rights granted by these shares. 3. Decisions on other matters falling within the competence of the General Shareholders Meeting under article 48 of the Federal Law and in accordance with other federal laws, shall be adopted by the Supervisory Board of the Society unless otherwise stipulated by this Federal Law or the Society's Statute. 4. Decisions on matters within the competence of the sole shareholder shall be taken by the shareholder alone and shall be issued in writing. At the same time, the provisions of the Federal Law "On joint-stock companies", defining the timing of the annual shareholders ' meeting, are not applied to the Society. Article 11. The Supervisory Board of the Society 1. The Society's supervisory board is responsible for the overall supervision of the Society, with the exception of the decisions of the sole shareholder of the Society and the executive bodies of the Society. 2. The members of the Supervisory Board of the Society shall be appointed by the President of the Russian Federation on the submission of the Chairperson of the Government of the Russian Federation for a term not exceeding five years. The President of the Supervisory Board of the Society shall be appointed by the President of the Russian Federation on the proposal of the President of the Russian Federation from among the members of the Supervisory Board of the Society concurrently with the appointment of the members of the Supervisory Board. Board of the Society. The number of members of the Supervisory Board of the Society is determined by the President of the Russian Federation at the request of the President of the Government of the Russian Federation, but cannot be more than eleven persons. 3. In case of early departure of the members of the Supervisory Board of the Society, including in connection with voluntary resignation, the President of the Russian Federation is entitled to make a decision on the submission of the Chairman of the Government of the Russian Federation. The appointment of a new member of the Supervisory Board of the Society for the vacant position without the need to reasy the Supervisory Board of the Society in full. 4. The Director General of the Society is a member of the Supervisory Board of the Society. The Director-General of the Society cannot simultaneously chair the Supervisory Board of the Society. 5. Members of the Supervisory Board of the Society, with the exception of the general director of the Society, do not work permanently in the Society. The Supervisory Board of the Society may be composed of persons acting as State positions of the Russian Federation, State posts of the constituent entity of the Russian Federation, municipal posts, positions of State or municipal service. 6. Members of the Supervisory Board of the Society are obliged to vote at the meeting of the Supervisory Board of the Society independently and independently on the basis of their professional experience and the interests of the Society. 7. In the event that the regulatory legal acts of the Russian Federation provide for the extradition of the members of the supervisory board by the federal executive authorities to the members of the supervisory board of the Society of Directions for the vote in certain ways, The meeting of the Supervisory Board of the Society, such directives are not applicable. Article 12. Meeting of the Supervisory Board of the Society 1. Meetings of the Supervisory Board of the Society shall be convened by the Chairman of the Supervisory Board of the Society on his own initiative, at the request of the member of the Board, the Audit Commission of the Society, the Auditor of the Society, the Director General of the Society, or Board of the Society. 2. The Supervisory Board of the Society is empowered to make decisions if more than half of its members are present at the meeting. Decisions shall be made by a simple majority of the number of members present at the meeting of the members of the supervisory board, unless otherwise required by the law of the Russian Federation or by the rules of the Society. 3. The decision to approve the transaction in which the interest is vested shall be taken by a majority of the members of the Supervisory Board of the Society which are not interested in it. Article 13. Powers of the Supervisory Board of the Society 1. In exercising its supervisory board: 1) defines the main directions (strategy) of the Society; 2) defines the size and term of office of the Society, of the Investment Committee of the Society, on the proposal of the Director General of the Society, appoints and terminates the powers of members of the Board of the Society, the Investment Committee of the Society and the Audit Commission of the Society, determines the amount of remuneration and The compensation paid to the members of the Audit Commission of the Society; 3) makes decisions to increase the company's charter capital (within the company's declared shares), as well as to reduce the company's charter capital by reducing the nominal value of the shares by purchasing the company's share of the shares in order to reduce their total quantity, as well as the redemption of acquired or purchased by the Society; 4), on the proposal of the Director General of the Society, amends the Regulations of the Society, except for changes in the Regulations, attributed to the sole shareholder of the Society; 5) Approves the internal documents of the Society governing the activities of the Society's governing bodies, and approves an internal document regulating the order and direction of the Society's reserve fund; 6) annual reports and annual accounts; 7) assign an audit, approve the auditor and determine the payment for its services; 8) decides on the placement of the bonds and other emissive securities paper; 9) approves financial plan for revenue and expenses (Budget) Society; 10) decides on the distribution of the profit of the Society (including the payment (declaration) of dividends) and losses of the Society according to the results of the reporting year; 11) decides on the approval of individual transactions (Types of transactions) performed by the Society with the property of the Fund in the trust management activities of the Fund in connection with the implementation of investment projects, and the criteria for such transactions to be reviewed by the Supervisory Board Societies are determined by the Charter of the Society; 12) makes the decision about the approval of transactions subject to the property of the Society and of which there is interest, including in the cases referred to in article 83, paragraphs 2 and 4, of the Federal Law "About joint-stock companies", in the manner prescribed by the Federal Law " About joint-stock companies "; 13) decides on the approval of large deals, The value of which is the property of the Society, whose value is twenty-five or more per cent of the book value of the Society's assets determined according to its accounting (financial) records as at the last reporting date; 14) approves the form of expenditure reports on the assets of the Fund, the assets of other investment funds held in trust by the Society, as well as other assets held in trust management or other grounds of the Society; 15) Appoints and dismissals the Comptroller (head of the Internal Control Service) of the Society, who must comply with the requirements of the person in accordance with Federal Law "About investment funds"; 16) approves the rules for organizing and implementing internal control in the Society; 17) decides otherwise, under the present Federal Act or the statute of the Society. 2. The transfer of the powers of the Supervisory Board of the Society, provided for by this Federal Law, the Board of the Society or the general director of the Society shall not be permitted. Article 14. The Board of the Society 1. The Board of the Society is a collegial executive organ of the Society. The Board of the Society consists of the Director General of the Society. The Director General of the Society administers the Society's board. The quantitative composition of the Board of the Society shall be determined by the Supervisory Board of the Society. 2. Members of the Board of the Society are appointed and dismissed by the Supervisory Board of the Society on the presentation of the Society's Director General. 3. Board members work in the Society on an ongoing basis. 4. The members of the Board may be appointed as members of the Board for an unlimited number of times. 5. Members of the Board of the Society may be released on parole by the Supervisory Board of the Society on the presentation of the Director General of the Society. In case of early termination of the powers of these persons, new members of the Board shall be appointed in accordance with the procedure established by this Federal Law and the Regulations of the Society. 6. The Board of the Society acts on the basis of the statute and approved by the Supervisory Board of the Society of the Regulation on the Board of the Society, which establishes deadlines, the procedure for convocation and holding of the Board's board meetings and the procedure for its decision. Article 15. In the exercise of the Society's functions, the Board of Directors: 1) decides on the Society's participation in financial and industrial groups, associations and other commercial associations organizations; 2) decides on the Society's participation in other economic societies; 3) decides on the approval of individual transactions (types of transactions) performed by the Society with the property of the Fund in carrying out its activities Trust Fund for Investment Management The criteria for making such transactions on the Board's board are determined by the Society's Statutes; 4) decides on the approval of individual transactions (types of transactions) with the property of the Society, the approval of which has not been assigned The competence of the Supervisory Board of the Society and the criteria of which are determined by the Statute of the Society; 5) takes the other decisions provided by this Federal Law or the Regulations of the Society. Article 16. Director General of the Society 1. The Director-General of the Society shall be the sole executive organ of the Society and guide its current activities. 2. The Director-General of the Society is appointed and dismissed by the President of the Russian Federation on the proposal of the President of the Government of the Russian Federation. The Director-General of the Society shall be appointed for a term not exceeding five years. Article 17. The Director General of the Society : 1) acts on behalf of the Society and represents the interests of the Society in relations with the public authorities and the local government bodies. Self-government, organizations of foreign states and international organizations and other legal entities, as well as natural persons, make transactions on behalf of the Society; 2) heads the Board of the Society and organizes the implementation Decisions of the Board of the Society and the Supervisory Board of the Society; 3) issues orders and orders on the activities of the Society; 4) submits to the Supervisory Board of the Society of the proposal for the appointment and dismissal of members of the Board of the Society, Investment The Society's Committee of the Society and Audit Commission; 5) accepts and dismissals the employees of the Society; 6) exercises other powers under this Federal Act or the Society's Statute, and makes decisions other matters, except for matters of competence the only shareholder of the Society, the supervisory board of the Society and the Board of the Society. Article 18. Society Committees 1. In order to make decisions about the investment activities of the Society, an investment committee is formed, the size and composition of which are determined by the Supervisory Board of the Society on the proposal of the Director General of the Society. 2. The Charter of the Society may provide for the establishment of other committees, including those set up under the Supervisory Board of the Society. Article 19. Liquidation of the Society and termination of the Foundation 1. The society may be dissolved by a federal law defining the terms, conditions and timing of its liquidation. 2. When the Society is liquidated, its property is owned by the Russian Federation. 3. In the event of termination of the Fund, its component is subject to implementation and distribution between the persons who own the investments of the Fund and other persons entitled to receive payments from the Fund's assets, in accordance with the procedure established by the Fund. Federal Law "On investment funds" Chapter 4. Final provisions Article 20. { \cs6\f1\cf6\lang1024 } Society { \cs6\f1\cf6\lang1024 } { \cs6\f1\cf6\lang1024 } The Society is created by reorganization in the form of transformation of a limited liability company "RDIF" management company at the Society after the decision of the Supervisory Board of the State Corporation " Bank for Development and Foreign Economic Affairs The activities of Vnesheconombank (Vnesheconombank) "are 100% share in the authorized capital of the limited liability company" RDIF " of the Russian Federation. However, until such reorganization is completed, the Russian Federation's participation in the RDIF management company is not subject to the provisions of article 38, paragraph 11, of the Federal Law "About investment funds" 2. The RDIF Management Company Limited Liability Company continues to manage the Fund for the period up to the moment of transformation into the Society. The rights and duties of the RDIF Managing Company under the trust management contract of the Fund, when converted to the Society, do not change and move to the Society as a succession to the society A single public register of legal entities with information on the registration of the Society. 3. The property of the Society in its creation is derived from the property derived from the reorganization of the limited liability company "RDIF". 4. The composition of the limited liability company "RDIF" management company is determined from the results of the inventory, which is carried out by the limited liability company "RDIF Company" prior to its reorganization. 5. The Government Plenipotentiary of the Russian Federation to the Federal Executive, which performs functions for the management of federal property, shall, on the basis of the results of the inventory, carry out all the necessary measures for the implementation of the federal property. reorganization, decides on such reorganization, including the order and terms of transformation of the Society, on the procedure for sharing the share of the company's limited liability company "RDIF" in the company's shares, Charter of the Society, no later than twenty calendar days from the date of appointment OF THE PRESIDENT OF THE RUSSIAN FEDERATION 6. State registration of legal entity created as a result of reorganization, as well as State registration of the issue of securities published in the reorganization of the limited liability company "RDIF"; shall be exercised not later than forty-five calendar days from the date of acceptance by the authorized Government of the Russian Federation by a federal executive authority exercising the functions of administering federal property, Reorganization of the limited liability company " Managing company ROOFY. " Paragraph 4 of article 57, paragraph 4, of the Civil Code of the Russian Federation, article 51, paragraph 5, of article 56 of the Russian Federation Act No. 14 of 8 February 1998 on Societies with Restricted Liability does not apply. Article 21. Entry into force of this Federal Law This Federal Law shall enter into force on the date of its official publication. President of the Russian Federation Vladimir Putin Moscow, Kremlin 2 June 2016 No. 154-FZ