When a company is liquidated, the employer is obligated to pay the dismissed employees their average monthly earnings for the period during which they are looking for a new job. However, in practice, it is often the case that the right to such payment does not arise until after the completion of the liquidation process.

Several years ago, the Russian Constitutional Court highlighted this issue, and amendments were even introduced to the Russian Labor Code. Yet the core problem remains: by the time the right to payment arises, the legal entity will have ceased to exist. As a result, the employee—or, in some cases, the prosecutor’s office—will file a lawsuit to recover the unpaid amounts, and courts will typically rule in their favor.

This creates potential liabilities for the company, the liquidator, and the founders. To avoid such situations, it would be advisable to make provisions for possible payments already in the liquidation phase.

To read the full article, click here (in Russian).

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Ekaterina Beliaeva, Associate at Forte Tax & Law, comments on this issue for the Vecherniy Peterburg newspaper:

• An employee can still substantiate his or her travel expenses even if the employee loses supporting documents;
• If the employer believes that submitted documents do not substantiate the expenses claimed, the employer may withhold the expenses from the employee’s pay;
• The employee, if the employee disagrees with such withholding, may apply to the labor inspectorate or the court.

To read the full article, click here (in Russian).

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Article by Robert Gurdyumov

Starting from January 1, 2025, companies and sole proprietorships using the simplified tax system (STS) become VAT payers. This means that working with suppliers using the STS will require more attention to tax issues and documents.

Who must pay VAT under the STS?

According to the new rules, everyone who uses the STS automatically becomes a VAT payer[1]. However, there is one exception: if annual income does not exceed RUB 60 million, there is no need to pay VAT. But this does not apply to the importation of goods or agency VAT. This exemption cannot be waived[2].

What VAT rates apply?

If a supplier using the STS must pay VAT, the supplier may apply:

• The general VAT rates: 20%, 10% or 0%; or
• The special rates: 5%, 7% or 0% for certain transactions.

Important: If a supplier chooses a special rate, the supplier must apply it for 12 quarters (3 years). It is possible to stop using special rates only if there is a change in the income threshold: if it falls below RUB 60 million or exceeds RUB 450 million.

What do you need to know about documents?

A supplier using the STS that pays VAT is required to issue invoices with VAT shown separately, keep records of VAT (purchase and sales ledgers), and file VAT returns with tax authorities.

A buyer will be able to deduct VAT only if an invoice is issued correctly. That is why it is crucial that a supplier is compliance with all tax law requirements.

How to agree the price with the supplier?

Starting from 2025, the price of goods or services must include VAT. This means that the contract must clearly state what VAT rate the supplier will apply and how the price will change if the VAT rate changes or the supplier becomes exempt from VAT.

Failure to do so may result in disputes. For example, if the price goes up due to VAT, and the buyer refuses to pay more, this can be considered a default. Conversely, if the price goes down, the supplier may insist on maintaining the same amount, which will result in the buyer overpaying.

What to add to the contract?

To avoid risks and disagreements, it is recommended to include the following clauses in the contract:

• A provision on the revision of the price in the event of a change in the VAT rate or VAT exemption.
• The supplier’s obligation to notify the buyer of a change in the VAT payer’s status or the tax rate.
• The supplier’s obligation to correctly issue invoices and make changes to them if they are issued with errors.
• A tax clause that will obligate the supplier to be liable for the buyer’s possible losses if the VAT is not deductible due to errors in the documents.

What to pay attention to when working with a supplier using the STS?

Starting from 2025, suppliers using the STS will need to be treated as carefully as those who work under the general tax system. This means that it is important to check that the supplier is bona fide, has personnel and assets, and is able to fulfill its obligations.

Particular attention should be paid to cases when the supplier applies general VAT rates (10% or 20%). If the supplier applies special rates, but issues an invoice with a general VAT rate, a VAT deduction claim will be rejected.

It is recommended to review all contracts with suppliers using the STS. If they do not contain any VAT terms, you need to make changes: Clarify how the price will be determined, including VAT, and add the supplier’s obligations that will reduce the risks for the buyer.

Conclusion

Starting from 2025, working with suppliers that apply the STS will require more attention to tax issues and documents. To avoid problems, it is important to prepare in advance: revise the contracts, clarify the terms for VAT, and make sure that the supplier is in compliance with all legal requirements.

If you have any questions or need assistance in assessing your tax risks, please contact Anton Kabakov or Robert Gurdyumov. We will help you understand all the intricacies and prepare yourself for the changes.

[1] Articles 143, 346.11 of the Russian Tax Code as amended by Federal Law No. 176-FZ dated July 12, 2024 On the Introduction of Amendments to Parts I and II of the Russian Tax Code, Certain Legislative Acts of the Russian Federation, and the Invalidation of Certain Provisions of Legislative Acts of the Russian Federation.

[2] Letter No. 03-07-11/96800 of the Russian Ministry of Finance dated October 7, 2024, Letter No. 03-07-11/95245 of the Russian Ministry of Finance dated October 2, 2024.

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The Ozon marketplace has decided to launch its own customs broker and enter a list of participants in foreign trade that are engaged in the delivery and declaration of individuals’ express shipments, the company’s representative told Vedomosti. The goal is to speed up deliveries from China, reduce costs, and improve the transparency of the movement of goods. Ozon is now using the services of other customs brokers.

Companies on the list of participants in foreign trade that deliver and declare individuals’ express shipments may declare goods for personal use purchased as part of online trade and delivered as express shipments.

Operators on this list import goods into Russia, send them to specialized customs warehouses, clear goods, pay customs duties, and then deliver the goods to buyers, Julia Talagaeva, Senior Associated, told the newspaper.

For more information, click here (in Russian).

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Article by Artem Eretenko for the Clerk Magazine

Federal Laws Nos. 287-FZ and 305-FZ[1] introduced several key changes in corporate laws, some of which took effect as early as September 1, 2024. The changes, among other things, have affected the mandatory notarization of corporate resolutions adopted by an LLC on the appointment of a permanent executive body, the holding of remote meetings, and the redistribution of powers between the management bodies in an LLC and a non-public JSC. Since the legislative changes are aimed at improving corporate governance mechanisms, it is necessary to pay special attention to correct paperwork in order to avoid corporate conflicts and difficulties that may arise with the registration authority. However, the new rules will inevitably raise new questions relating to the preparation of corporate documents, and we will try to come up with answers to those questions below.

To what situations do the new rules for executing resolutions on the appointment of the CEO of an LLC apply?

Important changes in the procedure for appointing the CEO of an LLC took effect on September 1, 2024. From now on a resolution on the election or appointment of the CEO of a company requires mandatory notarization[2]. These rules will apply regardless of who adopts a resolution—whether the general meeting of members or the board of directors—and of the form in which a resolution on the appointment of the CEO is adopted. Notarization of resolutions on the appointment of the CEO of an LLC is required even if the company’s articles of association do not require notarization of the adoption of a resolution. The requirements for notarization apply only to the appointment of the CEO—i.e., an individual. These rules will not apply to appointing a collegial executive body or transferring powers to a manager. In practice, this may raise several questions about how the new rules for executing resolutions on the appointment of the CEO of an LLC will apply to various situations.

1. Notarization of a resolution on the appointment of the CEO. First of all, the question remains whether resolutions on the appointment of the CEO upon the formation of an LLC should be notarized, and whether this implies mandatory notarization of any resolutions on the formation of an LLC. On the one hand, applicable laws formally require this, without making exceptions for a resolution on the formation of a company. On the other hand, notaries do not currently require notarization of a resolution on the formation of an LLC, at the time when a resolution on the appointment of the CEO is adopted. One can agree with their approach, because at the time of the adoption of a resolution, a company is not yet considered formed. The notary cannot certify the adoption of such a resolution. This problem also poses a question of whether corporate resolutions can be executed abroad. Notaries, the registration authority, and banks may have questions about a resolution of the general meeting of members that is de facto adopted in the presence of a foreign notary outside Russia. Foreign notaries do not certify the adoption of a resolution, but as a rule, they only certify the authenticity of the signatures affixed by the members to the minutes. Furthermore, the legislation on notaries provides that a certificate[3] is to be issued evidencing the legitimacy of a resolution. Applicable laws do not provide for any alternative methods of certifying resolutions. Therefore, it appears impossible to execute corporate resolutions abroad, including at consulates that do not perform notarial acts to certify corporate resolutions[4].
2. Form of adoption of a resolution on the appointment of the CEO. The notarization requirement applies regardless of form. It should be emphasized that in practice, notarization of the adoption of a resolution at a meeting in the form of absentee voting is not possible, because to perform this notarial act, the notary needs the members to be physically present[5]. However, this does not exclude the possibility of establishing in the future the procedure for notarization of the adoption of a resolution at the meeting in the form of absentee voting.
3. Notarization where the CEO’s powers are extended. In addition, there is another practical question: Will notarization be required to have the CEO’s powers extended? Considering that the extension of powers actually means the re-election of the executive body for a new term, and applicable laws do not recognize the extension of powers as a separate action, the provision on mandatory notarization should also apply to such re-election.
4. Changes in filing applications. In conclusion, as regards the provisions on the election of the CEO, it should be noted that changes have been made to the procedure for filing applications for the state registration of the change of the CEO. While previously, it was the CEO to be appointed that acted as an applicant who would sign an application to be filed with Russian tax authorities, from now on, starting from September 1, 2024, this duty has passed to the notary that acts as an applicant filing documents with Russian tax authorities necessary for the registration of relevant changes in the Unified State Register of Legal Entities (“USRLE”)[6]. It is understood that these changes will help reduce the incidence of illegal appointments in companies, preventing the so-called ‘hostile takeovers’ of companies. However, it remains unclear how to avoid abuse by persons (potential participants/members of management bodies) who may appoint new managers without their knowledge, especially given the fact that starting from September 1, 2024, a new manager is no longer an applicant—i.e., he is not required to visit a notary. In practice, this can create difficulties for persons appointed as CEOs without their consent. These persons will at least need to inform the registration authority that inaccurate data have been entered into the USRLE. Additionally, the risk of emerging so-called ‘abandoned’ companies due to the appointment of nominal directors in them is increasing. As a result, these changes to the procedure for filing applications for state registration are aimed at protecting companies from illegal actions by third parties. However, the new rules raise some questions about the risk of abuse in appointing CEOs without their consent, which requires increased attention to the procedure for appointing such CEOs.

What do you need to know about holding meetings remotely and doing related paperwork?

The changes related to holding general meetings of shareholders (members) remotely will take effect on March 1, 2025. Effectively, these changes will incorporate in the Law On Limited Liability Companies[7] and the Law On Joint-Stock Companies[8] the provisions that have previously existed in the general civil law provisions, but in a more detailed form. As you may remember, now a company may hold a general meeting of members (shareholders) remotely, if that is provided for by law or its articles of association. This option is now available to all companies, regardless of their legal form. Furthermore, LLCs and non-public JSCs have the right to set out in their articles of association their own rules for holding general meetings remotely that may differ from generally accepted statutory rules, provided that those rules do not deprive eligible voters of the opportunity to participate in adopting resolutions and receive information about the meeting[9]. The key adopted provisions governing holding general meetings remotely include:

1. Identification of participants (members) of a body of a legal entity. From now on the articles of association may provide for methods of identification of participants in the bodies of a legal entity and for methods of signing ballots for electronic voting as long as these measures do not impose any restrictions on persons who have a right to vote as regards participation in adopting resolutions and receiving information about meetings to be held. Effective from March 1, 2025, a notice of a meeting must, among other things, include information on the procedure for accessing remote participation, including methods of identification. Effective from September 1, 2027, remote participants may be identified using an enhanced qualified electronic signature (EQES). However, before that date, the articles of association can provide for the use of an enhanced unqualified signature, identification through the Russian Public Services Portal (Gosuslugi) or the Unified Biometric System. Proxies will be required to be identified and present a power of attorney or another document of his authority in electronic form in machine-readable form. The law provides that in case of remote participation in a meeting, the notary will confirm the identity with the use of an EQES with trusted timestamping, and the powers of a proxy and his right to participate in a meeting, through the verification of electronic documents signed with an EQES that are sent to the notary through the notary’s unified information system[10]. This brings up a question: Will the notary be able to notarize a resolution adopted at a remote meeting, if the participants do not have an EQES? It is understood that the notary will not be able to do so, because now the law does not provide for any other methods of identification and submission of documents (without the use of an EQES).
2. Broadcasting of meetings. All persons who have a right to vote should be able to participate in a meeting in real time via broadcast.
3. Voting information. The company’s articles of association may provide for mandatory access to information about the voting process in real time to all participants in a meeting.
4. Keeping of records. Companies are required to keep records of broadcasts of meetings along with their minutes, and the law does not establish requirements for any medium on which to keep such records. It should be noted separately that the rules for holding general meetings remotely will also apply to meetings of the board of directors and the management board.

Transfer of powers in LLCs and non-public JSCs: What is important to know and how to formalize it correctly?

As you may remember, as set forth in the JSC Law, as a general rule, matters that fall within the competence of the general meeting of shareholders may not be transferred to the executive body (management board) for consideration. However, the Russian Civil Code allows certain powers to be transferred to the board of directors or the management board. The latest changes are aimed at eliminating it, allowing the delegation of some of the powers to the board, including:

• Paying (declaring) dividends based on the results of the first quarter, the first six months, and the first nine months of the reporting year;
• Approving the company’s annual report and annual financial statements;
• Adopting a resolution for the company to participate in financial and industrial groups, associations, or other groupings of commercial organizations.

The changes also establish that the delegation of powers to the board of directors or the management board will deprive shareholders of the right to demand the redemption of their shares by the company. As you may remember, shareholders will have this right, e.g., if changes are made to the company’s articles of association that restrict the rights of shareholders, and where the general meeting of shareholders adopts resolutions on the reorganization of the company, the approval of a major transaction, the delisting of shares in the company or the termination of the public status of the company. In relation to an LLC, the changes have expanded a list of powers that may not be transferred to the board of directors, including, inter alia:

• Transferring additional rights and additional obligations for participants (including their termination);
• Approving monetary valuation as part of paying for interests in the statutory capital;
• Approving a major transaction if the value of the assets under such a transaction exceeds 50% of the company’s assets.

The matters that may not be transferred to the board of directors in accordance with the amendments may not be transferred to the collegial executive body of the company, either. It is planned that certain powers may be transferred to the board of directors (management board) of LLCs and non-public JSCs or excluded from the competence of those management bodies under a resolution adopted by the general meeting of members (shareholders) of the company unanimously. Furthermore, the provisions related to such a transfer may be provided for by company’s articles of association upon its formation or included in the articles of association by making appropriate amendments.

Conclusion

There has been a positive trend in the development of corporate laws. The changes are aimed at adapting the laws to modern realities. The regulation of remote meetings should clarify the procedure for decision-making by the management bodies of the legal entity. The delegation of certain powers at non-public companies should make it more flexible to take managerial decisions and to provide for the mandatory notarization of resolutions on the appointment of executive bodies at LLCs. At the same time, special attention should be paid to the preparation of documents taking into account the above changes so as to mitigate potential risks that may arise if documents are executed incorrectly.

[1] Federal Law No. 287-FZ dated August 8, 2024 On the Introduction of Amendments to the Federal Law On Joint-Stock Companies and Certain Legislative Acts of the Russian Federation and Federal Law No. 305- FZ dated August 8, 2024 On the Introduction of Amendments to Articles 48 and 66 of the Federal Law On Joint-Stock Companies and Certain Legislative Acts of the Russian Federation.

[2] This provision does not apply to companies that are lending institutions, non-lending financial institutions, or specialized companies formed under the applicable Russian laws on securities (para. 2 of Article 40(1) of Federal Law No. 14-FZ dated February 8, 1998 On Limited Liability Companies).

[3] para. 1 of Article 103.10, para. 1 of Article 103.10-1 of The Fundamentals of the Notarial Legislation of the Russian Federation.

[4] para. 2 of Order No. 20795 of the Russian Ministry of Foreign Affairs, Order No. 209 of the Russian Ministry of Justice dated September 29, 2022 On the Approval of Instructions for Consular Officials on How to Perform Notarial Acts.

[5] Article 67.1(3)(2) of the Russian Civil Code and para. 6.1 of Letter No. 2405/03-16-3 of the Russian Federal Chamber of Notaries dated September 1, 2014 On the Distribution of the Guidelines on the Notarization by a Notary of the Adoption by a General Meeting of Members of a Company of a Resolution and of the Composition of the Members of the Company who were Present at the Time of Adoption Thereof.

[6] para. 13 of Article 103.10, para. 3 of Article 103.10-1 of The Fundamentals of the Notarial Legislation of the Russian Federation.

[7] Federal Law No. 208-FZ dated December 26, 1995 On Joint-Stock Companies.

[8] Federal Law No. 14-FZ dated February 8, 1998 On Limited Liability Companies.

[9] Articles 52(5) and 66.3(3)(5) of the Russian Civil Code, Article 32(1) of Federal Law No. 14-FZ dated February 8, 1998 On Limited Liability Companies.

[10] para. 1 of Article 103.10 of The Fundamentals of the Notarial Legislation of the Russian Federation.

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Generally, the M&A market of Saint Petersburg and Leningrad Region has been following all-Russian trends. Regional businesses are looking for access to international markets, adapting to local demand, and are expanding to other Russian regions.

Businesses are also developing and redistributing the assets inherited from the foreign companies that have left and are still leaving the Russian market, but this is rather a fading trend. Modern challenges have also had their impact on the M&A market—e.g., digitalization, which manifests itself, in particular, in the interest in IT companies that has sparked in recent years.

Among the notable transactions in the M&A market in Saint Petersburg and Leningrad Region, experts name the purchase of the assets of the Finnish Metsä Group by Vologodskiye Lesopromyshlenniki Group. As Delovoy Peterburg reported in May, the transaction encompassed the lease base of Metsä Forest Podporozhye LLC with logging operations and a sawmill, Metsä Svir LLC, and Metsä Forest Podporozhye LLC. The new owner’s plan is to restart the Metsä regional plant. According to experts, the transaction value, with account taken of the discount, could be up to €10 million.

Traditionally, a significant number of Finnish, German, and Swedish investors were present in the forestry industry of Russia’s North-West.

“The sale of Russian assets by these investors reached its peak in 2023,” said Julia Talagaeva. “But even now, the remaining foreign holdings may decide to leave due to increased pressure on them from the European Union and the United States, and the risk of introducing external administration on their Russian assets.”

The activity of foreign sellers is affected by the tightened conditions for obtaining authorizations from the Russian Government Commission for transactions. In October, the minimum discount for the sale of a company was once again upped from 50% to 60% of the market value, and a voluntary contribution payable for the sale of a company was increased to 35% of its market value, as compared to 15% earlier.

“In view of this, foreign sellers, in addition to the financial terms of transactions, are paying more and more attention to a potential buyer’s ability to obtain authorization from the Russian Government Commission (the buyer is more likely to obtain such authorization, if the buyer operates in in the same or related industry) and the buyer’s waiver of the seller’s guarantees in relation to the company after the closing of the transaction,” said Julia Talagaeva.

For more information, click here (in Russian).

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Article by Anton Kabakov for RBC Pro

The law on a tax amnesty for business splitting took effect in July 2024. The law has caused a flurry of claims against the wording of concepts, a lack of detail, and an unclear mechanism of a ‘voluntary abandonment’ of business splitting schemes, which serves as a prerequisite for relieving of liability for any past offenses. Legal circles have voiced concern that the amnesty may miss the mark or seriously stall due to a lack of elaboration and incomprehensibility for taxpayers.

The article will consider the possibilities that will enable you to take advantage of the amnesty. To read the article on the RBC Pro portal (a subscription is required to access it), please follow the link (in Russian).

If you still have questions about obtaining a tax amnesty, please send an email to Anton Kabakov.

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Baltic Shipyard JSC, which is part of the United Shipbuilding Corporation, recently won a dispute with the Main Interregional Directorate of the Russian Federal Bailiff Service. This was a consequence of another case—Baltic Shipyard recovering €5.1 million from its Finnish counterparty, Wärtsilä Solutions OY, for the failure to supply marine equipment. As previously reported by Delovoy Peterburg, the foreign company was supposed to supply diesel standby generators, stern tube seals, and stern tubes to the Saint Petersburg shipyard. This equipment was intended for Project 22220 icebreakers Yakutia and Chukotka. But due to the sanctions imposed on Russia after the special military operation had started, the Finns refused to supply marine equipment to Baltic Shipyard.

Since the sanctions have restricted Russian businesses’ access to international arbitration tribunals (that usually handle disputes related to such contracts), the Russian government has introduced a new legal regulation to protect Russian entrepreneurs by enabling domestic companies to file claims against foreign companies with Russian state commercial courts.

In May 2023, the State Commercial Court of Saint Petersburg and the Leningrad Region recovered €5.1 million from Wärtsilä Solutions OY. This decision went all the way through all the courts that upheld it (in particular, in March of this year, the Russian Supreme Court refused to submit the cassation appeal filed by the Finnish company to the judicial board).

After receiving an enforcement order, Baltic Shipyard filed with the Main Interregional Directorate of the Russian Federal Bailiff Service an application seeking to initiate enforcement proceedings and, accordingly, to recover €5.1 million from its Finnish counterparty. However, the bailiffs refused to deal with this case, referring to the improper execution of the enforcement order.

Then Baltic Shipyard appealed the decision of the Main Interregional Directorate of the Russian Federal Bailiff Service in the State Commercial Court of Saint Petersburg and the Leningrad Region, which not only recognized the bailiffs’ inaction as illegal, but also obligated them to correct the violations committed.

As it turned out, the bailiffs returned the enforcement order, because Wärtsilä Solutions OY did not specify the details typical of Russian legal entities (Taxpayer Identification Number (INN), Primary State Registration Number (OGRN), etc.). The state commercial court pointed out that the foreign company had its identification number and location inserted in the enforcement order.

It is not easy to enforce a decision in Russia, either, for example, to foreclose on any asset of a foreign counterparty, and sometimes it is impossible. First of all, you may run into difficulties when searching for assets if your foreign agent owned something in Russia unofficially or if the ownership structure was indirect. Another question is that before leaving, foreign companies had sold their assets. And even if a Russian merchant won a dispute against his foreign counterparty, there are simply no assets that could be used to repay the debt.

“In particular, EU sanctions have imposed a ban on transactions with legal entities that have applied to a Russian court in connection with a transaction or contract, the performance of which was directly or indirectly affected by EU sanctions. These measures were taken in response to a significant number of disputes initiated by Russian businesses with the application of the rules on the exclusive jurisdiction of Russian state commercial courts (the legal regulation introduced after the start of the special military operation. — the editor’s note). If, using these rules, a Russian company files a claim with a Russian court against a foreign counterparty, then, in fact, it itself will become subject to EU sanctions. This approach taken by the EU gives rise to significant risks for Russian entrepreneurs: if a Russian legal entity has assets in the EU, then they can be arrested or frozen due to a legal dispute with a foreign counterparty in Russian state commercial courts,” commented Julia Talagaeva, Senior Associate, Forte Tax & Law.

For more information, click here (in Russian).

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Whether directly or indirectly, but the tax reform will inevitably affect everything that is happening in the company:cash flows, financial performance, budgeting, personal tax burden, owners’ income, and even the HR component of the business and human capital.CFOs are now busy analyzing, planning, and looking for optimal solutions to minimize the blow that the tax reform will inflict on the business.

How taxpayers under the simplified tax system can avoid risks of incurring VAT.

Firstly, it is necessary to analyze the existing contracts made with contractors that are under the simplified tax system as regards determining the contract price and whether there is a clause on its revision if there are any changes in the tax status of the parties or applicable tax laws. If the contract provides for a fixed price that does not cover taxes, and there is no tax clause referred to above, then in order to keep the same price, you will have to agree on a new price with your contractor, effective from the beginning of the next year. If you fail to reach an agreement, then, starting from 2025, the contractor will increase the price by 20, or 5, or 7 percent unilaterally. The judicial practice in such cases is on the seller’s side (Ruling No. 305-ЭС23-26210 of the Russian Supreme Court dated April 4, 2024 in Case No. А40-236292/2022).

 

It is advisable to immediately start including tax clauses in contracts with contractors under the simplified tax system regarding the inclusion of VAT in the price of the contract, regarding the invariability of the price when the contractor becomes a VAT payer at any rate. You may provide for the contractor’s obligation to notify in advance of any change in the tax status and revise prices in this case, and for the customer’s right to unilaterally withdraw from the contract, if no agreement on the price is reached.

Secondly, it is necessary to conduct a more thorough background check of contractors under the simplified tax system that will or may become a VAT payer from the beginning of the year. After all, now such contractors will be become payers of input VAT, the deduction of which may be denied, if Russian tax authorities doubt the counterparty’s good faith, and the customer will not be able to confirm the exercise of due diligence when choosing a counterparty,” said Natalia Vorobyeva, Senior Associate, Forte Tax & Law.

CFOs fear that the tax amnesty will be followed by a period of active fight against business splitting, and they are careful in assessing even minimal risks. The key questions are whether the business structure falls under the concept of splitting and how much the company risks remaining under the simplified tax system. To decide whether to take advantage of the tax amnesty, you need certainty in assessing the risk of further charges.

When assessing the amount of risks, you should not leave out fines and legal costs. It is necessary to assess the amount of possible additional tax assessments, fines, and court costs and, on the basis of this calculation, to consider the possibility of switching, from the beginning of 2025, to a structure that excludes the risk of splitting. The company can partially take advantage of the tax amnesty, if it transitions to the general taxation system at least some of the elements of the business structure that are most likely to cause questions on the part of Russian tax authorities,” recommended Natalia Vorobyeva.

To read this article, click here (in Russian).

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Article by Anton Kabakov for RBC Pro

The RBC Pro portal has published an article by Anton Kabakov, Partner at Forte Tax & Law, overviewing the latest practice of obtaining authorizations from the Russian Government Commission for the purchase and sale of foreign companies in Russia.

Since the fall of 2022, Russia has been imposing serious restrictions on transactions with respect to shares (interests) in Russian companies where one of the parties is a foreign person from a so-called ‘unfriendly’ country.As you may know, such transactions require authorization from the Russian Government Commission on Control over Foreign Investments.However, it is not common knowledge that authorization from the Russian Government Commission or the Central Bank of Russia may be required even when the object of a transaction is a foreign company.

To read the article on the RBC Pro portal (a subscription fee applies), click here (in Russian).

If you have any questions about obtaining authorizations from the Russian Government Commission, please send an email to Anton Kabakov.

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