Since 2009 Russian law has contained express provisions on shareholders' agreements. Further provisions of the Civil Code came into effect in 2014. The law sets out what shareholders' agreements can and cannot require shareholders to do and whether they can be enforceable against third parties, as well as whether they must be publicly disclosed or registered.
There are a number of restrictions on share transfers in Russia which companies should bear in mind. In addition, companies should be aware of the laws regarding whether minority shareholders can alter or restrict changes to share capital structures, when shareholders must notify changes to their shareholding to a regulatory authority and whether companies can buy back their shares. A number of restrictions also exist with regard to exiting a company.
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.
The president recently signed Federal Law 259-FZ of 2 August 2019 on Raising Investments via Investment Platforms and on Amending Certain Legislative Acts of the Russian Federation. The law, which is set to take effect from 1 January 2020, reflects the growing trend in Russia of increased regulation of digital economy issues.
Federal Law 79-FZ on the Ratification of the Multilateral Convention to Implement Tax Treaty-Related Measures to Prevent Base Erosion and Profit Shifting recently entered into force. Once the ratification procedure has been completed, the convention will enter into force in Russia, introducing changes to the taxation procedure for transactions with counterparties from a large number of countries that have concluded double tax avoidance agreements with Russia.
The Federal Tax Service recently approved a form of inquiry which it will use to request information from legal entities regarding their beneficial owners in order to, among other things, identify tax evasion schemes. For the purposes of the law, 'legal entities' means not only Russian legal entities, but also foreign legal entities, including those that perform economic operations in Russia and interact with Russian clients.
The basic value added tax (VAT) rate recently increased from 18% to 20%. The new rate will apply to all goods, works and services which are sold, performed or provided from 1 January 2019. In addition, several estimated tax rates have also been amended. As entities are expected to reflect the increased VAT rate in the price of their goods, economists predict a rise in prices associated with the increase in early 2019.
The Federal Tax Service recently began publishing information concerning the various obligations of Russian taxpayers (ie, legal entities) and their financial reporting on its website. This practice is new in Russia, as such information was previously classified as tax secrets and, by virtue of the Tax Code, could not be disclosed. This development is useful not only for Russian taxpayers, but also for foreign companies choosing Russian counterparties.
In January 2019 a new law will come into force enabling the tax authorities to request client-related documents from auditors which constitute 'auditing secrets'. This law marks the end of years of struggle by the tax authorities to gain access to audit documents. Although these changes carry no significant risks for bona fide taxpayers, the business community is concerned that the authorities may be able to request auditors' documents and opinions on related services, such as accounting and tax consulting.
In May 2019 an interstate agreement was concluded within the framework of the Eurasian Economic Union, under which it was agreed to introduce a system to enable certain categories of imported goods to be traced. Now, Russia has launched an experimental version of such system, which will remain in place until 31 December 2019. Among other things, the system is expected to lead to a reduction in the level of record falsification in the market and better control the payment of taxes.
The Duma provides certain incentives to encourage businesses to operate in Russia. For example, it recently passed a law which permits Russian exporters and Russian subsidiaries of foreign companies that provide services to foreign clients and other companies within such client's groups to deduct the full amount of value added tax for these services. The new law, which was drafted in response to the digital economy, will increase competition in the outbound services market.
Advertisers are increasingly using online messenger systems to promote businesses, as well as their goods and services. In this context, the Federal Anti-monopoly Service recently issued an official letter clarifying, among other things, the application of the Federal Law on Advertising to messenger systems such as Viber and WhatsApp. The letter is notable as it reveals the regulator's approach to advertising campaigns disseminated via various instant messaging services.
The president recently signed the Digital Rights Law, which will take effect on 1 October 2019. The law has introduced a number of new legal concepts into Russian legislation, including digital rights, e-transactions, smart contracts and Big Data. Companies doing business on the digital level in Russia should familiarise themselves with the background and key provisions of the law to ensure that they are ready to operate in the new legislative environment.
Roscomnadzor (the Russian data protection authority) recently filed a landmark action against illegal personal data processing by Google Analytics and Yandex Metriсa. If the authority succeeds in the appeal court, Russian websites will have to welcome users with EU General Data Protection Regulation-style cookie banners and privacy policies. Prior to this case, the Russian internet community had not considered statistical information concerning web traffic and user actions to constitute personal data.
Bill 424632-7 on the Amendment of Parts 1, 2 and 4 of the Civil Code of the Russian Federation (the Digital Rights Bill) and Bill 571124-7 on the Amendment of the Federal Law on Information, Information Technologies and Data Protection (the Big Data Bill) were recently submitted to Parliament for discussion. Both bills are essential developments, especially given the increasing interest in and high value of Big Data in the current digital reform.
The EU General Data Protection Regulation (GDPR) applies internationally and can encroach on the national laws of non-EU countries. In Russia, international companies must fulfil the requirements of both the GDPR and local laws, even though they may contradict each other. Companies should follow a number of recommendations in order to find the most practical solutions, mitigate relevant legal risks and keep their noses clean should Roscomnadzor try to find fault with them.