The requirements for obtaining a tourist visa have been simplified for citizens of 19 countries
Starting from March 06, 2023, amendments have been made to the law that expand the possibility of obtaining an ordinary tourist visa in Russia for foreign citizens based on confirmation of a reservation in a hotel or other accommodation facility included in the unified list of classified hotels, ski resorts, beaches, for citizens of foreign countries, the list of which is determined by the Government of the Russian Federation.
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Digital ruble – new financial institution in the payment system of Russia
At the end of 2022, two draft laws were introduced to the State Duma of the Russian Federation that could introduce a new concept into the payment system of Russia - the "digital ruble."
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The EU has included Russia in the "blacklist" of jurisdictions. Suspension of double taxation avoidance agreements is possible.
On February 14, 2023, the Council of the European Union ("EU Council") released a press release stating that Russia has been included in the "blacklist" of non-cooperative jurisdictions for tax purposes. According to EU authorities, Russia is not striving to resolve issues related to a special regime for international companies in special administrative regions to meet the criteria of effective tax management of the European Union.
Consequences of being included in the "blacklist"
Russia's inclusion in the EU's "blacklist" means that EU member states will have the right to apply administrative and legal measures against Russia. Each EU member state must choose at least one administrative measure and one legal measure. However, the application of all measures from the specified list simultaneously is not mandatory, but may be at the discretion of the specific EU member state.
Administrative measures include:
- Enhanced monitoring of certain transactions between EU residents and Russian entities;
- Increased audit risks for EU taxpayers using structures or transactions involving Russian entities.
Legal measures include:
- The impossibility of tax resident companies in EU countries to deduct expenses incurred in transactions with Russian entities for tax purposes;
- Application of CFC (controlled foreign company) rules to EU residents who may not have previously applied these rules under national legislation;
- Application of source taxation on income paid to Russian entities that were previously exempt from taxation;
- Limitations on the application of the exemption rules for distributed profits received from Russian entities for EU shareholder residents.
Suspending double taxation avoidance agreements
As a retaliatory measure, the Russian Ministry of Finance and Ministry of Foreign Affairs proposed to suspend the application of the DTAs. If the proposal is supported, the application of reduced tax rates (tax exemptions) for income covered by the double taxation avoidance agreements (such as interest, dividends, royalties) will be suspended from the date of the corresponding presidential decree.
Our support
We offer the following services:
- Analysis of risks associated with the use of restrictive measures and their legal consequences for businesses, and if necessary, assistance in developing an optimal structure for interacting with counterparties from the EU.
- Analysis of tax consequences of possible suspension of agreements on avoidance of double taxation and development of ways to mitigate them.
Please feel free to contact us for a consultation.
Dealing with accounts receivable
Many companies increasingly face the prospect that their partners cannot fulfill their obligations because of the difficult economic situation and issues related to accounts receivable became relevant to many of our clients.Read more
LLC/JSC (OOO/АО) general meetings of shareholders: deadlines, procedures, notarization, resolutions and penalties
Federal laws on LLC (OOO) and on JSC (AO) require LLC and JSC to hold annual general meetings of shareholders to approve their annual results. The following matters are resolved at the annual general meeting:
- Election of the company’s board of directors, audit commission (internal auditor);
- Approval of the company’s internal auditor;
- Approval of annual reports, annual financial statements, including the company’s profit and loss statements/income statements (unless JSC charter assigns this matter to the competence of the board of directors);
- Distribution of profits and payment of dividends;
- Other issues brought up to the general meeting by OOO shareholders.
Deadlines for holding general meetings
- No earlier than March 1 and no later than April 30 for LLC (OOO) as set out in OOO charter;
- No earlier than March 1 and no later than June 30 for JSC (AO).
In 2020, the deadlines for holding LLC (OOO) and JSC (AO) general meetings of shareholders were extended until September 30.
The usual deadlines for LLC (OOO) annual general meetings apply in 2021, i.e. they must be held by April 30, 2021 at the latest (Article 34(2) Law No. 14).
Adoption of resolutions at general meetings
Resolutions at LLC (OOO) general meetings are adopted by a show of hands (open ballot) by default. OOO charter may provide for another procedure for adopting resolutions.
In addition to mandatory issues, other matters may be included by shareholders in the agenda of annual general meetings.
Adoption of resolutions by absentee ballot in 2020-2021
From March 7, 2021, LLC (ООО) have been temporary allowed to hold annual general meetings of shareholders by absentee vote (Article 3(2) Federal Law No. 17-FZ dated February 24, 2021). The provisions of Article 50(2) Federal Law On LLC have been suspended until December 31, 2021, and all resolutions on issues considered by the general meeting may be adopted by absentee vote including:
- Election of board of directors (supervisory board);
- Election of audit commission;
- Approval of auditor;
- Approval of annual report, annual financial statements (unless the company charter assigns this function to the board of directors (supervisory board)).
So, general meetings of shareholders may be held by absentee ballot in 2021 like in 2020.
27.03.2023 Requirements for holding remote LLC (JSC) annual shareholder meetings
Confirming resolutions under Article 67.1 of the Russian Civil Code
Article 67.1(3) of the Russian Civil Code provides that the composition of shareholders that have voted in person, and the resolutions adopted by vote in person must be confirmed as follows:
- For PJSC (PAO) – by the person keeping the register of shareholders and fulfilling the function of counting commission;
- For NPJSC (NAO) – the same as for NPJSC (NAO) or certified by a notary;
- For LLC (ООО) – certified by a notary, or in any other way provided for in LLC (OOO) charter.
This requirement also applies to companies with a sole shareholder.
What documents are needed to confirm the decisions?
Resolutions adopted by general meetings are documented as follows:
- By drawing up minutes;
- By sole shareholder resolution.
The adoption of resolutions by general meetings of shareholders and the composition of the shareholders in attendance for adoption of resolutions are confirmed as follows:
- For PJSC (PAO) – by the person keeping the register of shareholders and fulfilling the function of counting commission;
- For NPJSC (NAO) – by notarization or certification by the person keeping the register of shareholders and fulfilling the function of counting commission;
- For LLC (OOO):
- By notarization unless another way (signing of minutes by all or some shareholders; using technical means that make it possible to reliably establish the adoption of resolution; any other way that is not contrary to the law) is provided by the company charter; or
- By a notarized resolution of the general meeting of shareholders adopted by the company’s shareholders unanimously, or by notarization of sole shareholder resolution.
General meeting resolutions are documented by drawing up minutes (sole shareholder decision). Companies must keep these documents in their archives and ensure that shareholders and other persons provided by law have access to them.
Notarization of resolutions
Please note that according to the Review of Court Practice on Certain Issues of Law Application on Business Entities (Items 2 and 3) and Supreme Court Ruling N 306-ЭС19-25147 dated December 30, 2019 in case N А72-7041/2018, general meeting resolutions providing for an alternative way to confirm corporate decisions must be notarized.
General meeting resolutions and sole shareholder decisions adopted after December 25, 2019 must be notarized.
As mentioned above, this requirement also extends to single participant decisions, which now require notarization. Besides, the requirement also applies to the decisions of the sole shareholder (letter of the Federal Notary Chamber from January 15, 2020).
Further difficulties arise for the companies where the sole participant holds 100% of the shares in the charter capital (or 100% of the shares, if the question is about JSC). Corporate decisions (appointment of the CEO and/or board of directors, charter amendments, approval of the previous financial year results, etc.) hence must be certified by a notary.
If the only participant (shareholder) is a foreign company, along with certifying decision by a foreign notary, an apostille (and therefore its subsequent notarized translation) will be required.
How to avoid the necessity to notarize every resolution of the annual meeting?
To obviate a necessity to notarize every decision of the LLC sole member (or the sole shareholder of the JSC), it is necessary to make appropriate changes to the company’s Charter (except companies with a sole member).
What are the penalties for failing to comply with legal requirements?
Unlawfully failing or avoiding convening a general meeting as well as violating the requirements of federal laws for convening, preparing, and holding general meetings of shareholders results in:
- The imposition of an administrative fine from RUB 20,000 to RUB 30,000, or disqualification of CEO (official representative) for up to 1 year;
- The imposition of an administrative fine from RUB 500,000 to RUB 700,000 on the offending legal entity (Article 15.23.1 Russian Code of Administrative Offenses).
Failure to comply with document storage requirements results in:
- The imposition of a fine from RUB 2,500 to RUB 5,000 on company officers (CEO);
- The imposition of a fine from RUB 200,000 to RUB 300,000 on the offending legal entity.
Remote annual general meetings for LLCs and JSCs: conditions, procedures, and features
For two years now, legislation has granted joint-stock companies and limited liability companies the right to hold meetings of participants remotely. With this method of holding meetings, the presence of all participants (shareholders) of the company at the meeting venue is not required; it is sufficient to connect with electronic or technical means at the appointed time.
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Choosing a name for business in Russia
Main requirements
Each commercial company has a corporate name that will distinguish it from other legal entities. The law contains certain requirements for a company name.
The company name shall contain an indication of its legal form (for example, "limited liability company") and the actual name of the company, which at the same time cannot consist only of words denoting the type of activity.
A company is allowed to have one abbreviated name, as well as full and abbreviated names in any foreign language or the language of the peoples of Russia. At the same time, the possibility of having an abbreviated company name both in any language of the peoples of Russia and in a foreign language is not conditional upon the simultaneous presence of an abbreviated company name in Russian.
The name of the company may include a foreign word in Russian transcription, with the exception of terms and abbreviations that reflect the legal form of the company.
Such names shall be indicated in the articles of association of the company and are subject to entry into the Unified State Register of Legal Entities as information about the legal entity.
What cannot be included in a company name
It is possible to use the word "Russian" in the name, as well as derivatives and abbreviations from it, for example, "rus-".
It is forbidden to include in the name the official name of the Russian Federation or Russia, as well as words derived from this name, for example, it is impossible to use the name "RF" and "Russia", including the word "Russian" (and derivatives from it) both in the Russian language, and in foreign languages in Russian transcription. It is not the set of letters itself that is prohibited, but giving it the meaning of "Russia", etc. – it is not prohibited to name the company "Rosa", since in this case the meaning doesn't imply "Russia".
The inclusion of such words in the corporate name of the company is allowed by permission issued in the manner approved by Decree No. 52 of the Government of the Russian Federation dated February 03, 2010. May 20, 2021 Example – Decree of the Government which allows the use of "Russia" in the name of one of the NPOs. To obtain a permit, the following criteria shall be met:
- The company has branches and (or) representative offices on the territory of more than half of the constituent entities of the Russian Federation;
- The company is a major taxpayer;
- More than 25% of the voting shares of a JSC or more than 25% of the authorized capital of an LLC are owned by the Russian Federation or an organization established by the Russian Federation on the basis of a special law, the name of which includes the name "Russia" or "Russian Federation".
Companies that do not meet these criteria may not obtain the permit and use the words "Russia" and "Russian Federation" in the name.
Procedure for obtaining the permit
The following documents shall be submitted to the territorial department of the Ministry of Justice:
- Statement of intent to include the words “Russian Federation” or “Russia” and their derivatives in the company name;
- Copies of constituent documents;
- Decision of the member(s) to apply to the Ministry of Justice;
- Evidence of eligibility, such as a copy of the company's tax registration notice as a major taxpayer.
The Ministry of Justice shall, within 30 days from the date of receipt of the documents, issue an order to include the words "Russian Federation" or "Russia" and their derivatives in the corporate name of the company or provide a reasonable refuse.
If in the future the company no longer meets the described requirements, the Ministry of Justice shall issue an order to revoke the permit. At the same time, the company shall exclude the words "Russian Federation" or "Russia" and their derivatives from its corporate name within three months.
May the variant "Раша" (the Russian transcription of the English word "Russia") be used in the name without official permission?
According to Decree No. 10 of the Plenum of the Supreme Court of the Russian Federation dated April 23, 2019, words derived from the official name "Russian Federation" or "Russia" should also include, among other things, the word “Russian” (and derivatives from it) both in Russian and in foreign languages in Russian transcription. Thus, the word "Раша" also may not be used as a Russian transcription of the word "Russia".
What if we already use "Раша" in the name?
Since the Decree of the Plenum of the Supreme Court of the Russian Federation is not an amendment to the law, but only comments on how this law should be used, this rule applies to already existing companies with this name. Registration authorities have the right to go to court with a request to rename the company. Today, there is no judicial practice on the requirement to exclude the word "Раша" from the company name, but there is a practice on the requirement to exclude the words "Russia", "Ros", etc. from the name.
At the moment, there are more than five hundred operating companies with the word "Раша" in the name. Considering that the registration authorities may oblige to rename the company at any time, such companies can protect themselves by making a change in advance, excluding the prohibited words. If you do this in advance, then you can carefully prepare all the documents in a calm mode, sign the decision and agree on the new articles of association with the members, notify the counterparties of the change. If, however, the company is renamed according to the instructions of state bodies, then due to urgency, errors and problems in the accounting department may occur (for example, if it prepares reports, and suddenly you have to additionally resolve the issue of renaming).
Other restrictions
What else should not be present in the company name:
- full or abbreviated official names of foreign states, as well as words derived from them.
- full or abbreviated names of interstate unions, such as "Commonwealth of Independent States", "CIS", "Eurasian Economic Union", "EAEU", "EurAsEC".
- full or abbreviated official names of federal state authorities, state authorities of the constituent entities of Russia and local governments.
- full or abbreviated names of public associations, such as "association", "union", "assembly".
The tax authority expresses its position that two legal forms in the name may mislead participants in civil circulation about the type of company's activities. In this case, it doesn't matter whether the second form is enclosed in quotation marks or not.
- designations that are contrary to the public interest, as well as the principles of humanity and morality.
Procedure for changing the company name
To do this, it is required to proceed as follows:
- Hold a general meeting of members or execute the decision of the sole member of the company to rename the company and make appropriate changes to the articles of association;
- Prepare amendments to the articles of association or create restated articles of association;
- Notarize and submit an application as per form p13001 to the registration authorities;
- Upon receipt of a record sheet with a new name, make a new company seal (if any);
- Change the sample signatures and seal card in banks;
- Notify all counterparties of the name change.
This is an indicative list of actions that is mandatory for all organizations. In each case, other actions may be necessary, so we recommend contacting specialists.
Collection of accounts receivable in court proceedings
Any commercial organization or individual entrepreneur carrying out business activities under contracts that do not provide for 100% prepayment, face a situation sooner or later where the counterparty has receivables, payment of which is not always possible to achieve on a voluntary basis.Read more
Paying dividends, selling shares and real estate by owners and shareholders from the states recognized by Russian authorities as unfriendly
Lawsuits from LLCs against shareholders to contest major transactions have to be submitted to arbitration courts
The claimant company applied to the arbitration court with a demand to invalidate the loan agreement (major transaction) between it and its individual member and to apply the consequences of the transaction invalidity. The court of first instance referred the case to the court of general jurisdiction. The court of appeal agreed with this position and upheld the decision of the court of first instance.Read more