Russia updates

Arbitration & ADR

ICAC at Russian Chamber of Commerce and Industry issues new arbitration rules
  • Russia
  • July 20 2017

Following the reform of the Arbitration Law, most existing arbitral institutions must re-register and obtain a permit from the government to administer disputes in Russia before November 1 2017. The International Commercial Arbitration Court at the Russian Chamber of Commerce and Industry has used this opportunity to enhance significantly its previous rules governing international and domestic arbitration.

RAA first to publish draft arbitration rules for corporate disputes
  • Russia
  • January 12 2017

One of the most praised changes introduced by the recent arbitration law reform concerns the arbitrability of so-called 'corporate disputes'. The Russian Arbitration Association (RAA) was the first Russian arbitral institution to develop and release for public consultation draft arbitration rules for corporate disputes. While some institutions have already followed suit and many more will do so, the RAA's draft rules provide a better idea of what arbitral proceedings in corporate disputes could look like.

Failure to raise timely objection on basis of arbitration clause gives Russian courts jurisdiction over merits
  • Russia
  • October 27 2016

The New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards requires state courts to respect arbitration agreements and refer parties to arbitration if one of them so requests. While the convention is silent on when a party must make the request, national legislation usually fills this gap. From a Russian law perspective, a recent case demonstrates once again that the timing of raising jurisdictional objections before the state courts is of key importance.


Company & Commercial

Contributed by Noerr LLP
Interested party and material transactions
  • Russia
  • March 19 2018

Transactions of Russian joint stock companies and limited liability companies require the consent of the general meeting or the board of directors if they qualify as material or interested party transactions. As the non-observance of the relevant requirements may be grounds for contesting these types of transaction, they should be observed not only by shareholders and members of the corporate bodies of the respective companies, but also by persons that wish to enter into such transactions with these companies.

Contract drafting: right to terminate or amend contracts and fulfilment of payment obligations
  • Russia
  • May 15 2017

The Supreme Court recently clarified parties' right to terminate a contract unilaterally (ie, the 'right to unilateral refusal of performance' in Russian terminology) or amend a contractual obligation unilaterally. The court also clarified the requirements regarding the fulfilment of payment obligations, including with regard to bank transfers, currencies and interest in the event of a default, among other things.

New law allows legal entities to request information from shareholders to identify beneficial owners
  • Russia
  • April 10 2017

Russian law continues to develop with respect to the disclosure of beneficial owners of Russian businesses. New provisions came into force at the end of 2016, which require all Russian legal entities to take reasonable and available steps to identify their beneficial owners and disclose them on request, among other things. For this purpose, the law expressly entitles a Russian legal entity to request information from its shareholders, as well as from other persons who in any way control the entity.

Deadline and requirements for annual general meeting of shareholders in Russian legal entities
  • Russia
  • March 27 2017

The statutory deadline for holding the annual general meeting of a Russian limited liability company (LLC) is April 30 2017. The meeting must approve the annual results of the LLC's activities – in particular, its annual financial statements as of December 31 2016 and its 2016 annual report. Violation of the deadline or any formal requirements may result in administrative fines. The deadline for holding the annual general meeting of a Russian joint stock company is June 30 2017.

Supreme Court clarifies Civil Code amendments regarding compensation for damages and contractual penalties
  • Russia
  • October 03 2016

In March 2015 and July 2016 amendments to the Civil Code were introduced regarding compensation for damages and contractual penalties. In March 2016 the Supreme Court provided its interpretation of the March 2015 amendments. Together, they should make damages claims easier to assert, clarify the limitations of liability, define the criteria for the reduction of penalties and establish contractual means of protecting creditors against loss and damages.


Corporate Tax

Contributed by Gorodissky & Partners
Taxing transfers of trademark rights as contributions to charter capital
  • Russia
  • June 01 2018

The Ministry of Finance recently issued an important clarification regarding the taxation of a foreign parent company's property rights to a trademark as a contribution to the charter capital of its Russian subsidiary. Previously, there had been ambiguity surrounding this issue due to the competing provisions of the Tax Code with regard to the procedure for imposing value added tax on contributions to a company's charter capital and transactions involving property rights to trademarks.

Changes in taxation of foreign companies that provide electronic services
  • Russia
  • April 06 2018

A new law, which will enter into force in 2019, will introduce significant changes to the special procedure for imposing value added tax (VAT) on services provided in electronic form by foreign companies that have no branch or representative office in Russia. Foreign organisations that provide services in electronic form to Russian buyers are advised to register for tax accounting in Russia as VAT payers, as Russian counterparties will likely refuse to purchase electronic services from parties that fail to do so.

Additional tax reports required from Russian divisions of international companies
  • Russia
  • February 02 2018

At the end of 2017, a number of amendments to the Tax Code came into force which significantly increased the scope of information and documents that Russian divisions of some international companies must submit to the tax authorities. Russian companies and foreign companies subject to taxation in Russia must now provide a notice of participation in an international group of companies and so-called 'country information'.

New tax benefits for innovative companies and marquee investors
  • Russia
  • December 01 2017

The legislature is in the process of adopting a number of tax benefits intended to stimulate the development of innovative companies and marquee investments in Russia. A new law has expanded the list of expenses that can be excluded from taxable profits. Further, recently passed draft bills have introduced a new investment tax deduction and determined the terms for enforcing the concessionary income tax rates available to investors implementing large investment projects in certain areas.

New rules for determining legality of tax optimisation
  • Russia
  • October 06 2017

Article 54.1 of the Tax Code recently came into force. It introduces new rules and definitions regarding legitimate tax optimisation and aims to clarify what is considered legitimate optimisation and what is considered tax evasion. Further, the new rules require the tax authorities to use a less formal approach when assessing the reasonableness of a tax benefit and strive to understand the economic intent of the relevant taxpayer's operations.


Franchising

Making life easier for franchise operators: modernisation of legislation
  • Russia
  • June 27 2017

In recent years, the commercial titles of the Civil Code have been aligned more closely with international commercial practices and the Russian courts have been enforcing these new standards. These improvements are noticeable in the area of franchise law. Because these statutory provisions are new, franchisors should check the latest court decisions for additional guidance before structuring transactions based thereon.


IT & Internet

How to enter online consumer market without setting foot in Russia
  • Russia
  • August 08 2017

For companies that are interested in entering the Russian market, but reluctant to establish a physical presence in the country, an online presence can be a viable alternative. The legal requirements for selling goods to Russian customers online are similar to those of other countries. In addition to complying with the mandatory requirements of Russian law, sellers should also make use of the benefits offered therein.