Фрагментация сферы применения личного закона юридического лица в свете новой редакции Закона о международных компаниях

Lex Russica (Русский закон). 2024. Т. 77. № 5. С. 48–59.

Novikova O.

The new version of Federal Law No. 290-FZ dated 03.08.2018 «On International Companies and
International Foundations» adopted in August 2023 confirms the relevance of finding ways to regulate companies
incorporated in the Russian Federation. The domestic approach has no analogues because under the Russian
doctrine a foreign company can move not only with its rights and obligations, but also with its corporate law. Is it possible to call the foreign law applicable in this way a personal law? Why does the law on international
companies not follow the logic of the Civil Code of the Russian Federation and does not directly indicate the
application of foreign law to international companies and international foundations as a personal law? Can a
foreign law partially encroach on the territory of the application of personal law? Is the personal law uniform and
indivisible? To answer these questions, the paper analyzes the key characteristics, as well as the novelties of the
institute of personal law in relation to international companies, problems arising in this area and ways to solve
them. The author concludes that with the globalization of corporate relations, the fragmentation of the scope of
personal law will continue. This actualizes the problem of finding mechanisms for the «seamless» application of
the norms of different states in the field of application of personal law. The author emphasizes that legislation on
international companies can become a regulatory sandbox and contribute to the inclusion of the most modern
and effective institutions and approaches in Russian corporate law. Proposed in the paper amendments to the
Civil Code of the Russian Federation and Law No. 290-FZ preserve the logic of current regulation and reduce the
uncertainty of regulation in the field of application of the personal law of an international company, the risks of
subsequent changes in legislation for participants in international companies, as well as the likelihood of conflicts
in the case of reference to foreign law.

Keywords: международное частное право, международные компании, international private law, личный закон юридического лица, personal law (Statute), личный закон, foundations, international companies