A joint will is a raw format, an inheritance fund is overly complicated, and a personal fund is the preferred choice of government officials. RBC Pro has interviewed lawyers to gain insight into how new instruments of inheritance law really work in Russia.

Such legal constructs as joint wills, inheritance funds, personal funds, and inheritance contracts, came into existence in Russian legislation in 2022 when wealthy Russian testators began experiencing problems using similar instruments in the West. The initial test run revealed that some of them proved extremely popular, while others were strongly advised against.

“We recently provided legal support to a client for the structuring of the purchase of a high-budget residential property in France. We focused not only on purchasing the property, but also on building an effective ownership model. This model was designed to reduce tax costs, simplify the inheritance process, and minimize the administrative burden of enjoying the property,” commented Anton Kabakov, Partner, Forte Tax & Law. “We proposed setting up a special non-profit entity in France as a basis for the structure, in whose name the property was registered. The key element of the solution was dismemberment of ownership (démembrement de propriété). It essentially means the separation of economic interest from legal title: bare ownership (nue-propriété) passes to future heirs while the current owner retains the right to use and enjoy the property (usufruit). This mechanism, which is rooted in Roman law, makes it possible to effectively plan the transfer of property without changing the title owner, to minimize the tax base for property wealth tax (impôt sur la fortune immobilière), and in some cases, to completely avoid inheritance tax, which can be as high as 45% in France. The currency restrictions and sanctions were particularly challenging: it was necessary to circumvent the prohibitions on foreign currency loans between residents and non-residents, restrictions on participation in foreign entities, and to comply with applicable Russian currency regulation laws.”

Read the full article here on the RBC Pro website (in Russian).

On April 1, 2025, provisions came into force requiring mandatory contributions for the distribution of online advertising. The corresponding amendments were introduced to the Federal Law No. 38-FZ of March 13, 2006 “On Advertising” (hereinafter referred to as «the Advertising Law») by Federal Law No. 479-FZ of December 26, 2024.

Who is required to pay the contributions?

New rules on the use of SIM cards by foreign citizens start to apply in Russia from January 1, 2025. Foreign citizens are now required to undergo additional identification to keep their access to mobile communications and banking services. Those who will not confirm their mobile numbers by June 30, 2025 risk losing their communications, because mobile operators will stop servicing unregistered SIM cards.

Who are the new rules for?

The Law On Limited Liability Companies allows for situations where a shareholder’s share may be transferred to the company for one reason or another, and the shareholder ceases to hold a share in the company. In such a case, the company must pay the shareholder the actual value of the shareholder’s share. For example, this situation arises in the following cases[1]:

if a shareholder is permitted to withdraw from the company (as is expressly provided for in the company’s charter), and the shareholder has applied for withdraw;
if a shareholder requires the company to acquire the shareholder’s share, provided that the company’s charter prohibits a shareholder from withdrawing from the company and from selling his share to a third party, and the other shareholders have refused to purchase the shareholder’s share;
if the company’s charter provides that the heirs of a shareholder may not become shareholders of the company, or other shareholders’ consent is required to do so, and such consent has not been given; or
if, at the request of creditors, the share, or a portion thereof, owned by a shareholder of the company becomes the subject of execution proceedings.

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).

On March 19, 2025, the SPIBA Legal Committee held a webinar on “Instruments of saving and investing capital: Personal Funds and Closed-End Investment Funds (CEIFs)”. It was organized and moderated by Julia Talagaeva, Senior Associate at Forte Tax & Law.

The lawyers at Forte Tax & Law who specialize in dispute resolution have successfully represented a Russian IT group of companies in a lawsuit concerning the recovery of remuneration under an agency agreement.

The client entered into an agreement with a financial broker, under which the broker agreed to seek external bank financing for the entire group. The broker’s remuneration was determined as a percentage of the transaction value, which eventually exceeded RUB 1 billion. Potentially, the broker’s remuneration could have amounted to hundreds of millions of rubles.

Forte Tax & Law would like to remind you of the importance of holding an annual meeting of shareholders (members) of your company and of drawing up minutes of the meeting. This year, meetings are to be held in accordance with the updated rules, which requires more attention to avoid mistakes.

LLCs must hold an annual meeting by April 30, 2025, and JSCs must do so by June 30, 2025. Failure to hold a meeting or to meet the deadline could potentially result in substantial fines.

The mandatory matters to be decided at the annual meeting are:

the approval of the balance sheet and the statement of financial performance;
the approval of a company annual report.

Pravo-300 has published the results of the individual ranking of lawyers for 2024.

Anton Kabakov and Natalia Vorobyeva are recognized as recommended lawyers!

Congratulations to our colleagues!

On March 11, 2025, the BEPS Academy hosted a round table discussion ‘MNO Belarus-Russia’, at which Anton Kabakov, Partner at Forte Tax & Law, spoke about the approaches that the Russian Federal Tax Service takes to transfer pricing (TP) audits.

The participants discussed key regulatory trends and some practical issues facing companies, including the increased risks and responsibilities associated with related party transactions and the need for companies to self-adjust the tax base to avoid fines and secondary adjustments. The discussion also covered the fact that the Russian Federal Tax Service is shifting its control activities to the stage of a pre-audit analysis.

Anton Kabakov plans to conduct a 4-lecture course on the regulation of transfer pricing (TP) in the near future.

The BEPS Academy is a recognized platform for the exchange of experience and training of specialists in international taxation, and we will be pleased to see you among the audience to discuss TP issues. The course is to take place in April – early May.

If you would like to discuss your case and receive answers to your questions about topical issues, please send an email to Anton Kabakov.