TSAMTO, July 31. The State Duma adopted in the second and third readings a law that allows the government to classify Russian defense industry enterprises with annual revenues of more than 10 billion rubles as economically significant organizations (EZO), and also allows "indirect" minority shareholders to directly receive dividends from EZO.
According to RIA Novosti, the document is aimed at accelerating the transfer of assets to Russian jurisdiction and increasing the number of Russian business entities that meet the conditions for their inclusion in the EZO list. According to the explanatory note, the analysis of law enforcement practice revealed the need to expand the criteria for inclusion in the list of EZO in order to prevent blocking the activities of organizations of the military-industrial complex.
In this regard, the law allows Russian business entities included in the consolidated register of defense industry organizations and having revenue of more than 10 billion rubles for the last completed reporting year to be included in the list of EZO. For other enterprises, the revenue criterion is 75 billion rubles.
As RIA Novosti notes, at the same time, the threshold for participation of Russian citizens and legal entities in a foreign holding company (IHC) is being clarified as one of the criteria for classifying economic communities as EZO. To do this, it will be enough to have at least 50% of their direct or indirect participation in the IHK (now it is more than 50%). This change in the explanatory note is explained by the fact that "Russian indirect participants" with such a share face blocking at the level of the IHK decision-making related to the activities of the EZO.
As part of the second reading, the State Duma supported an amendment allowing Russian minority shareholders (with the exception of public joint-stock companies) to directly receive dividends from EZO, which indirectly own at least 5% in it through foreign organizations from unfriendly countries that are not IHCs. This will be possible if the corporate rights of such organizations are suspended.
In addition, for a year and a half – until January 1, 2026 – the period is extended during which shareholders holding in aggregate at least 5% of the voting shares of the JSC have the right to file a lawsuit against a member of the Board of Directors (supervisory Board), the CEO for compensation for losses caused to the company, as well as to challenge major transactions. This applies to cases where the restrictions of unfriendly countries apply to the company, as well as when the company, based on decisions of the Government of the Russian Federation, may restrict the disclosure of information.
As RIA Novosti reminds, since September 2023, a law on the specifics of regulating corporate relations in economic communities that are EZO has been in force in Russia. It allows the court to demand the suspension of the corporate rights of the IHK – in particular, the rights of a foreign participant to vote at meetings, dispose of their shares or shares, receive dividends and others are limited.
The status of the EZO is designed to provide its Russian owners with rights that they cannot exercise due to Western sanctions - to exclude a foreign holding company from the ownership structure, transfer shares and shares of the company to the jurisdiction of the Russian Federation and receive dividends from them. The list of EZO is compiled by the Government, including business entities that must meet the established criteria.
The new law should enter into force from the date of its official publication.
