Fragmentation of Application of the Personal Law of a Legal Entity in the light of the Amended Law on International Companies

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.

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