SAR: HOW TO BECOME A MEMBER

The procedure for obtaining the status of a SAR participant

LIST OF DOCUMENTS COINCIDENTLY SUBMITTED ON REDOMCILATION TO JOINT STOCK COMPANY «KALININGRAD REGION DEVELOPMENT CORPORATION»

 

1.      Application for agreement conclusion (In no particular form on company letterhead to the Joint Stock Company “Kaliningrad Region Development Corporation.” Must be signed by a person (s) authorized to act on behalf of the applicant without a power of attorney) on the implementation of activities (hereinafter — the application). The following information is to be indicated in the application (part 1 of article 5 291-FZ):

1) the full company name of the applicant;

2) the type (s) of activity that the applicant plans to carry out under the agreement on the implementation of activities;

3) the period for which the applicant intends to conclude an agreement on the implementation of activities;

4) telephone, fax, email address of the applicant;

5) the surname, name, patronymic (if any) of the applicant’s contact person, phone number, fax number, email address of such person.

2.       An application for international company state registration in the form of an official state executive authority, carrying out state registration of legal entities (Form P18001);
3.      A document confirming the state registration (creation) of a foreign legal entity (Certificate of incorporation — apostille, notarized translation into Russian);
4.      A copy of the charter (constituent document) of a foreign legal entity with all amendments and additions made to it (notarized copy and notarized translation into Russian);
5.      Decision of the supreme governing body or other authorized body of a foreign legal entity to amend its personal law and approve the charter of an international company (or an extract from the Decision, a notarized translation into Russian);
6.      The approved charter of the international company (the original, the details of the Decision by which it is approved on the title page, the signature of the authorized person);
7.      A copy of the annual financial statements and (or) the annual consolidated financial statements of a foreign legal entity for the last completed reporting year, in respect of which the time for its formation in accordance with the personal law of the foreign legal entity has come, with a copy of the audit report drawn up in relation to such statements (if any) (Notarized copy and translation);
8.      A document confirming the authority of a person (s) entitled to act on behalf of a foreign legal entity without a power of attorney (most often, indicated in the Decision on redomiciliation);
9.      Decision of the authorized body of a foreign legal entity on the determination of the person (s) holding the position (performing functions) of the sole executive body of an international company (most often, indicated in the Decision on redomiciliation);
10.  Information (in the form of data containing the surname, name, patronymic of the beneficiary, address of residence, share of direct (or indirect) ownership in a foreign company) on the beneficial owners of a foreign legal entity. The term «beneficial owner» is used in this Federal Law as defined by the Federal Law of August 7, 2001 N 115-FZ «On Counteracting the Legalization (Laundering) of Criminally Obtained Incomes and the Financing of Terrorism» (In a free declarative form on letterhead company addressed to the Joint Stock Company “Kaliningrad Region Development Corporation”. It must be signed by the person (s) authorized to act on behalf of the applicant without a power of attorney);
11.  The assurance of a foreign legal entity that there are no circumstances preventing the state registration of an international company (In a free declarative form on company letterhead to the Joint Stock Company “Kaliningrad Region Development Corporation”. It must be signed by a person (s) authorized to act on behalf of the applicant without a power of attorney) ;
12.  For state registration of shares — documents provided for by parts 6 and 7 of Article 7 of Federal Law No. 290-FZ:

Application of a foreign legal entity on state registration of the issue of shares of an international company.

Documents for state registration of the issue of shares of an international company:

1. a copy of the charter (constituent document) of a foreign legal entity with all amendments and additions made to it, as well as a copy of another document that determines the scope of the rights of shareholders if, in accordance with the personal law of a foreign legal entity, the scope of the rights of shareholders is determined by another document;

2. a copy of the decision (extract from the decision) of the authorized body of a foreign legal entity on amending its personal law and approving the charter of an international company;

3. a copy of the decision (extract from the decision) on approval of the decision on the issue of shares of an international company;

4. the decision to issue shares of an international company in triplicate;

5. a copy of the approved charter of an international company;

6. a copy of the document confirming the authority of the person (s) who signed on behalf of the foreign legal entity a decision on the issue of shares of an international company and other documents submitted for state registration of the issue of shares of an international company;

7. assurance of a foreign legal entity that the maintenance of the register of shareholders of an international company begins from the date of its state registration;

8. a copy of the decision (extract from the decision) of the authorized body of a foreign legal entity on the choice of a register holder (registrar) that will maintain the register of shareholders of an international company;

9. a document confirming the payment of the state duty levied in accordance with the legislation of the Russian Federation on taxes and fees for state registration of the issue of equity securities;

10. inventory of documents submitted for state registration of the issue of shares of an international company.

13.  Documents required for registration of the prospectus of shares of an international company

(corresponding to the requirements provided for in Article 8 of the Federal Law No. 290-FZ)

— prospectus of shares of an international company in triplicate;

— a copy of the agreement with the Russian stock exchange on listing shares of an international company;

— a copy of the decision (extract from the decision) on the approval of the prospectus of shares of an international company.

14.  Documents confirming that the company at the time of the decision to amend its personal law, but in any case no later than January 1, 2018, independently or through its directly or indirectly controlled entities, determined in accordance with Chapter XI of the Federal Law of December 26, 1995 N 208-FZ «On Joint-Stock Companies» and article 45 of the Federal Law of February 8, 1998 N 14-FZ «On Limited Liability Companies», or through other persons belonging to the same group of persons with a foreign person in accordance with the Federal Law July 26, 2006 N 135-FZ «On Protection of Competition», on any of the grounds provided for in Article 9 of the Federal Law of July 26, 2006 N 135-FZ «On Protection of Competition», or through branches or representative offices (other separate subdivisions) carries out business activities on the territory of several states, including the territory of the Russian Federation (Notarized copies of any documents, or originals of the state register extract, electronic statements, etc.);  
15.  A document confirming the company’s obligations to invest on the territory of the Russian Federation, also on the basis of a statement of intent to invest on the territory of the Russian Federation, a special investment contract, a concession agreement, an agreement on public-private (municipal-private) partnership or another agreement ( possibly — a statement of intent to make investments in a simple declarative form on the company letterhead  addressed to the Joint Stock Company “Kaliningrad Region Development Corporation”).
16. Documents confirming receipt of the legal address (Letter of guarantee from the owner of the premises, lease agreement, etc.).

 

Redomiciliation term: 1 week for IC Ltd; from 1 month for IC JSC; from 1.5 months for IС PJSC.

Filing documents at the address: 236023, Kaliningrad, Krasnaya str. 63 A.