Central Bank directives are amended to facilitate mergers and accessions of Russian banks | Practical Law

Central Bank directives are amended to facilitate mergers and accessions of Russian banks | Practical Law

Central Bank directives are amended to facilitate mergers and accessions of Russian banks

Central Bank directives are amended to facilitate mergers and accessions of Russian banks

by White & Case LLP
Published on 05 Mar 2009 • Russian Federation
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Further steps towards improving the legal framework for reorganising Russian credit organisations are taken as the Russian Government amends banking laws and the Central Bank issues directives simplifying the procedures for reorganising credit organisations by merger and accession.
On 30 December 2008, the Law "On Banks and Banking Activity" and certain other laws were amended. The amendments seek to:
  • Improve the legal framework for the reorganisation (by merger, accession, division, spin-off or transformation) of Russian companies, including credit organisations.
  • Expand the disclosure requirements.
  • Limit creditors' rights to accelerate their claims in connection with the reorganisation.
Also on 30 December 2008, the Central Bank issued Directives Nos. 2162-U, 2163 U and 2164-U simplifying the procedures for reorganising credit organisations by merger and accession. The Directives entered into force on 20 February 2009 and are a further step forward in improving the legal framework for reorganisation of Russian credit organisations.
The Directives amend, among other things, the June 2003 Central Bank Regulation No. 230-P, and the January 2004 Central Bank Instruction No. 109-I, to simplify procedures for mergers and accessions of credit organizations.
Under the amendments, the documents required for the state registration of a credit organisation established as a result of merger, or amendments to constituent documents of an acceding credit organisation, must be submitted to the Central Bank head office. The term for considering the documents is one month.
Further, the required documents (or their drafts) may be submitted to the Central Bank head office early in the reorganisation process (including before the corporate resolutions on the reorganisation are adopted) so that the Central Bank can confirm their compliance with the law.