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26/10/2022
Rus­si­an gov­ern­ment ap­proves new ac­cred­it­a­tion pro­ced­ure for IT com­pan­ies
On 30 Septem­ber 2022, the Rus­si­an gov­ern­ment ad­op­ted De­cree No. 1729* (the “De­cree”) to ap­prove new reg­u­la­tions for the state ac­cred­it­a­tion of Rus­si­an or­gan­isa­tions op­er­at­ing in the field of in­form­a­tion...
25/10/2022
New re­stric­tions on trans­ac­tions with shares and par­ti­cip­at­ory in­terests...
On 15 Oc­to­ber 2022, Pres­id­en­tial De­cree No. 737* (the “De­cree”) was pub­lished which, among oth­er things, es­tab­lished an ad­di­tion­al list of trans­ac­tions or op­er­a­tions re­quir­ing per­mis­sion from the...
30/09/2022
De­vel­op­ments in the reg­u­la­tion of di­git­al fin­an­cial as­sets and di­git­al...
Spe­cif­ic rules for the tax­a­tion of trans­ac­tions in­volving di­git­al fin­an­cial as­sets (“DFAs”) and “hy­brid” di­git­al rights, com­pris­ing DFAs and util­it­ari­an di­git­al rights (“UDRs”) have been in force since 14 Ju­ly 2022, when a law* amend­ing the Rus­si­an Tax Code (the “Law”) came in­to force.A leg­al frame­work for the cir­cu­la­tion of DFAs and UDRs was in­tro­duced in 2021, but did not touch upon tax as­pects. Pri­or to the in­tro­duc­tion of a spe­cial tax reg­u­la­tion, there was an act­ive dis­cus­sion re­gard­ing the treat­ment of DFAs and UDRs for tax pur­poses and the tax con­sequences of trans­ac­tions with them. It was clear that, without sup­ple­ment­ing the Tax Code with spe­cial norms, there would be many am­bi­gu­ities in the ap­plic­a­tion of the ex­ist­ing tax reg­u­la­tion to trans­ac­tions with DFAs and UDRs.As a res­ult of these dis­cus­sions, tak­ing in­to ac­count the spe­cif­ic nature of DFAs and UDRs as new ob­jects of civil rights, the Rus­si­an Tax Code has been fun­da­ment­ally im­proved. Some art­icles have been sup­ple­men­ted with spe­cial rules ap­plic­able to trans­ac­tions with these types of as­sets, and en­tirely new art­icles have ap­peared which fo­cus ex­clus­ively on DFAs and UDRs and the spe­cif­ics of cal­cu­lat­ing VAT, per­son­al in­come tax and cor­por­ate profits tax through­out the en­tire “life cycle” of such as­sets, as well as de­fin­ing the ob­lig­a­tions of tax agents.At the same time as the Law, amend­ments* to the Law on DFAs and oth­er laws were passed.Com­ment­sThe in­tro­duced reg­u­la­tion is quite sys­tem­at­ic and elab­or­ate, and the ad­op­ted amend­ments use the ter­min­o­logy es­tab­lished by the Law on DFAs, which should min­im­ise dis­crep­an­cies. In ad­di­tion, the spe­cif­ics of tax­a­tion of trans­ac­tions with DFAs and UDRs fit in­to the ex­ist­ing struc­ture of the Rus­si­an Tax Code, which en­sures trans­par­ency in their ap­plic­a­tion and makes it easi­er to elim­in­ate gaps in the tax reg­u­la­tion in the fu­ture.We will con­tin­ue to fol­low the emer­ging reg­u­la­tion of DFAs and UDRs and will keep you in­formed of the most sig­ni­fic­ant de­vel­op­ments and changes.* In Rus­si­an
19/09/2022
New re­stric­tions on trans­ac­tions in­volving par­ti­cip­at­ory in­terests in Rus­si­an...
On 8 Septem­ber 2022, Pres­id­en­tial De­cree No. 618* (the “De­cree”) was pub­lished which im­poses, among oth­er things, re­stric­tions on trans­ac­tions with par­ti­cip­at­ory in­terests in Rus­si­an lim­ited li­ab­il­ity com­pan­ies (“LLCs”).The De­cree re­quires per­mis­sion from the Gov­ern­ment Com­mis­sion for Con­trol of For­eign In­vest­ment in the Rus­si­an Fed­er­a­tion (the “Com­mis­sion”) for cer­tain trans­ac­tions and op­er­a­tions in­volving par­ti­cip­at­ory in­terests in LLCs.Per­mis­sion from the Com­mis­sion is re­quired to be ob­tained for trans­ac­tions entered in­to by per­sons as­so­ci­ated with states that are en­gaged in “un­friendly acts” against Rus­sia or per­sons un­der their con­trol (“Re­stric­ted Per­sons”):with res­id­ents of the Rus­si­an Fed­er­a­tion;between them­selves; and with for­eign per­sons who are not Re­stric­ted Per­sons.This re­quire­ment ap­plies to the fol­low­ing types of trans­ac­tions or op­er­a­tions:trans­ac­tions en­tail­ing the emer­gence, es­tab­lish­ment, change or ter­min­a­tion of rights to par­ti­cip­at­ory in­terests in the charter cap­it­al of an LLC (in­clud­ing trans­ac­tions in­volving the sale or ex­change of par­ti­cip­at­ory in­terests, con­trib­ut­ing par­ti­cip­at­ory in­terests to the charter cap­it­al of a com­pany, etc.); an­doth­er trans­ac­tions that res­ult in a per­son be­ing able to de­term­ine the man­age­ment con­di­tions of an LLC (e.g. cor­por­ate agree­ments in re­spect of an LLC or share pledge agree­ments).The re­quire­ments of the De­cree do not change the pro­ced­ure for en­ter­ing in­to trans­ac­tions or op­er­a­tions with stakes in the fuel and en­ergy and fin­an­cial sec­tors pre­vi­ously es­tab­lished by Pres­id­en­tial De­cree No. 416* dated 30 June 2022 and Pres­id­en­tial De­cree No. 520* dated 5 Au­gust 2022.At the same time, Re­stric­ted Per­sons do not in­clude Rus­si­an or for­eign en­tit­ies un­der the con­trol of Rus­si­an per­sons (i.e. ul­ti­mate be­ne­fi­ciar­ies) when the rel­ev­ant con­trol in­form­a­tion has been dis­closed to the Rus­si­an tax au­thor­it­ies.The Rus­si­an gov­ern­ment has been in­struc­ted pur­su­ant to the De­cree to ap­prove the Com­mis­sion’s clear­ance pro­ced­ure with­in ten days. Cur­rently, the au­thor­isa­tion pro­ced­ure has not been ap­proved.We be­lieve that the pro­ced­ure for is­su­ing per­mis­sions by the Com­mis­sion will be largely sim­il­ar to the pro­ced­ure es­tab­lished by Rus­si­an Gov­ern­ment De­cree No. 295* dated 6 March 2022 for ob­tain­ing per­mis­sions for trans­ac­tions with se­cur­it­ies (in par­tic­u­lar shares of joint-stock com­pan­ies) and real es­tate ob­jects.It should also be noted that the lim­it­a­tions stip­u­lated by the De­cree are stricter than sim­il­ar lim­it­a­tions for trans­ac­tions in shares of joint-stock com­pan­ies. In par­tic­u­lar, the De­cree ap­plies to a wider list of trans­ac­tions be­cause of dif­fer­ent cri­ter­ia de­pend­ing on who con­cludes them. For ex­ample, un­like trans­ac­tions in­volving LLC par­ti­cip­at­ory in­terests, trans­ac­tions in which the sub­ject-mat­ter is shares may be ef­fected between two Re­stric­ted Per­sons without spe­cial per­mis­sion.We will con­tin­ue to mon­it­or de­vel­op­ments and in­form you of any fur­ther de­vel­op­ments.Pre­vi­ously, we pub­lished alerts on top­ics re­lated to trans­ac­tions with Re­stric­ted Per­sons, the per­form­ance of ob­lig­a­tions to cer­tain for­eign coun­ter­parties and the pro­hib­i­tion of trans­ac­tions with shares and par­ti­cip­at­ory in­terests in cer­tain Rus­si­an or­gan­isa­tions.* In Rus­si­an
15/09/2022
Waste man­age­ment: what should busi­nesses pre­pare for?
A law* aimed at de­vel­op­ing a re­cyc­ling sys­tem and provid­ing in­cent­ives for the use of sec­ond­ary re­sources has been pub­lished (the “Law”).The Law in­tro­duces the fol­low­ing new terms: “sec­ond­ary re­sources”, “sec­ond­ary raw ma­ter­i­als” and “by-products”.Sec­ond­ary re­sources are defined as a type of waste that can be re­used to pro­duce goods, per­form works, sup­ply ser­vices or ob­tain en­ergy. Sec­ond­ary re­sources may res­ult from sep­ar­ate waste col­lec­tion or be gen­er­ated dur­ing a man­u­fac­tur­ing pro­cess.The Law stip­u­lates the ob­lig­a­tion of com­pan­ies that have gen­er­ated sec­ond­ary re­sources as a res­ult of their activ­it­ies to en­sure that they are re­cycled (by them­selves or by trans­fer­ring them to an­oth­er en­tity). For ex­ample, it is pos­sible to ob­tain sec­ond­ary raw ma­ter­i­als from sec­ond­ary re­sources, which can then be used to pro­duce oth­er products or even to per­form oth­er eco­nom­ic activ­it­ies.The main fea­ture of the reg­u­la­tion of sec­ond­ary re­sources is the ban on dump­ing them, which, giv­en the need for ad­equate in­fra­struc­ture, will take ef­fect from 1 Janu­ary 2030 (in con­trast to the rest of the Law, which takes ef­fect from 1 March 2023).The Law also es­tab­lishes spe­cial reg­u­la­tions for by-product man­age­ment sys­tems.Thus, if a com­pany gen­er­ates sub­stances or items which are not dir­ectly pro­duced, the com­pany must in­de­pend­ently clas­si­fy them as waste or man­u­fac­tur­ing by-products. The lat­ter will now be sub­ject to sep­ar­ate ac­count­ing if they are suit­able for fur­ther use in pro­duc­tion as raw ma­ter­i­als or for con­sump­tion as an in­de­pend­ent product.Un­like sec­ond­ary re­sources, man­u­fac­tur­ing by-products are gen­er­ally not re­cog­nised as waste un­less they:are dis­posed of by the com­pany at land­fills or oth­er waste dis­pos­al sites;are not used in the com­pany’s own pro­duc­tion and are not trans­ferred to an­oth­er en­tity as raw ma­ter­i­al or product after three years from the date of their clas­si­fic­a­tion as a man­u­fac­tur­ing by-product; or­rel­ate to sub­stances or items that can­not be clas­si­fied as man­u­fac­tur­ing by-products ac­cord­ing to the list to be es­tab­lished by the Rus­si­an gov­ern­ment.If man­u­fac­tur­ing by-products are re­cog­nised as waste, the com­pany will have to pay an en­vir­on­ment­al im­pact fee. The spe­cif­ics of cal­cu­lat­ing such a fee are reg­u­lated in the Law. In par­tic­u­lar, an ad­di­tion­al (mul­tiply­ing) factor of 52 is to be ap­plied to the cal­cu­la­tion.To im­ple­ment the re­quire­ments of the Law, the Rus­si­an gov­ern­ment has already pub­lished draft lists in re­spect of: sub­stances and items that can­not be clas­si­fied as man­u­fac­tur­ing by-products (e.g. mer­cury or fluor­es­cent lamps that have lost their use­ful prop­er­ties);products whose pro­duc­tion and use are not al­lowed be­cause of the dif­fi­culty or im­possib­il­ity of treat­ing or re­cyc­ling waste from their use (e.g. ozone-de­plet­ing sub­stances). The pro­duc­tion and use of such products is ex­pec­ted to be pro­hib­ited; an­d­cer­tain share of sec­ond­ary raw ma­ter­i­als is used (e.g. cer­tain types of con­crete and ce­ments). In­cent­ives, which are likely to take the form of tax or oth­er be­ne­fits, are en­vis­aged for com­pan­ies en­gaged in the rel­ev­ant types of pro­duc­tion or activ­it­ies.The Rus­si­an gov­ern­ment is plan­ning to ap­prove the first list by 1 March 2023 and the oth­er two by 1 March 2024.The new rules provided for in the Law are aimed at de­vel­op­ing a closed-cycle eco­nomy, re­du­cing the volume of waste sent to land­fill and max­im­ising the in­volve­ment of sec­ond­ary re­sources in the eco­nomy.However, on the oth­er hand, once en­acted, the pro­vi­sions of the Law are likely to im­pose ad­di­tion­al ad­min­is­trat­ive and fin­an­cial bur­dens on busi­nesses, as they will re­quire them to keep re­cords of the sec­ond­ary re­sources and by-products gen­er­ated by their activ­it­ies, and com­pan­ies are likely to re­vise their cur­rent waste man­age­ment schemes.Com­pan­ies need to take the new rules in­to ac­count when plan­ning their activ­it­ies in 2023 and bey­ond.* In Rus­si­an
31/08/2022
With­draw­al and de­struc­tion of im­prop­er med­ic­al devices: new rules
On 1 Septem­ber 2022, rules for the with­draw­al from cir­cu­la­tion and de­struc­tion of fals­i­fied, de­fect­ive and coun­ter­feit med­ic­al devices will come in­to force, as per Rus­si­an Gov­ern­ment De­cree No. 145 dated 10 Feb­ru­ary 2022*.Pre­vi­ously, the with­draw­al of such med­ic­al devices was out of the reg­u­lat­ory land­scape, and the de­struc­tion pro­ced­ure was only de­scribed in gen­er­al terms.The with­draw­al of fals­i­fied, de­fect­ive and coun­ter­feit med­ic­al devices from cir­cu­la­tion im­plies that their own­er en­sures that the devices are stored in such a way that they can­not be used, op­er­ated, sold, in­stalled, com­mis­sioned, main­tained or re­paired.Fals­i­fied and de­fect­ive med­ic­al devices can be with­drawn from cir­cu­la­tion and des­troyed by de­cision of:In the case of coun­ter­feit med­ic­al devices, this de­cision can only be taken by a court.The de­cision of Roszdravn­ad­zor to with­draw and des­troy med­ic­al devices can be chal­lenged either by fil­ing a claim with a court or as an ad­min­is­trat­ive re­course (i.e. by fil­ing a com­plaint to Roszdravn­ad­zor it­self). The lat­ter means of chal­len­ging the de­cision is avail­able to the own­er of med­ic­al devices and their man­u­fac­turer. If the own­er with­draws and de­structs the fals­i­fied or de­fect­ive med­ic­al devices at its own ini­ti­at­ive, the own­er must do the fol­low­ing:Form­ally, the de­cision of the med­ic­al devices’ own­er to with­draw and des­troy the med­ic­al devices can be ex­ecuted only after 60 busi­ness days from the date of no­ti­fic­a­tion of the man­u­fac­turer and Roszdravn­ad­zor (even if there are no ob­jec­tions from the man­u­fac­turer). However, in case of ob­vi­ous falsi­fic­a­tion or de­fect­ive­ness of the med­ic­al devices, Roszdravn­ad­zor may de­cide on with­draw­al and de­struc­tion with­in a short­er peri­od of time.Once the med­ic­al devices have been des­troyed, Roszdravn­ad­zor must be no­ti­fied with­in five busi­ness days.We re­com­mend that com­pan­ies in the med­ic­al device in­dustry bring their in­tern­al doc­u­ments (stand­ard op­er­at­ing pro­ced­ures, policies, etc.) gov­ern­ing the pro­cesses for re­spond­ing to the de­tec­tion and dis­pos­al of im­prop­er products in line with the new reg­u­la­tions.* In Rus­si­an
23/08/2022
The Tech­no­logy, Me­dia and Tele­com­mu­nic­a­tions Re­view
In 2021, the on­go­ing cov­id-19 pan­dem­ic has con­tin­ued to loom large over leg­al and policy de­vel­op­ments in the TMT sec­tor. As the threat of in­fec­tion has con­tin­ued to af­fect how we live, work and in­ter­act, the im­port­ance of con­nectiv­ity has nev­er been great­er or more ob­vi­ous. For many busi­nesses, re­mote work­ing has been the rule rather than the ex­cep­tion since March 2020, and may well per­sist in some form well after the pan­dem­ic is over. Many schools switched to dis­tance learn­ing formats dur­ing the pan­dem­ic. Tele-health is on the rise as doc­tors check in on pa­tients via video­con­fer­ence. Even tasks as mundane as gro­cery shop­ping have shif­ted on­line. And broad­band con­nectiv­ity, where avail­able, has made it all pos­sible.Read the Rus­sia chapter in the Dom­in­ance and Mono­pol­ies Re­view, pre­pared by Max­im Boul­ba and Elena An­dri­an­ova. The chapter provides an over­view of the Rus­si­an reg­u­la­tions in the TMT in­dustry.This art­icle was pre­pared for and first pub­lished by The Law Re­views in Decem­ber 2021. 
23/08/2022
The Car­tels and Le­ni­ency Re­view 2022
Car­tels are a sur­pris­ingly per­sist­ent fea­ture of eco­nom­ic life. The tempta­tion to rig the game in one’s fa­vour is con­stant, par­tic­u­larly when de­mand con­di­tions are weak and the product in ques­tion is an un­dif­fer­en­ti­ated com­mod­ity. Cor­por­ate com­pli­ance pro­grammes are use­ful but in­her­ently lim­ited, as man­agers may come to see their per­son­al in­terests as di­ver­gent from those of the cor­por­a­tion. De­tec­tion of car­tel ar­range­ments can present a sub­stan­tial chal­lenge for both in­tern­al leg­al de­part­ments and law en­for­cers. Some not­able car­tels have man­aged to re­main in­tact for as long as a dec­ade be­fore be­ing un­covered. Some may nev­er see the light of day. However, for those that are de­tec­ted, this com­pen­di­um of­fers a re­source for prac­ti­tion­ers around the world.Read the Rus­sia chapter in the Car­tels and Le­ni­ency Re­view 2022, pre­pared by Max­im Boul­ba and Kristina Po­ta­pova. The chapter provides an over­view of the Rus­si­an reg­u­la­tions in the com­pet­i­tion in­dustry.This art­icle was pre­pared for and first pub­lished by The Law Re­views in Janu­ary 2022. 
23/08/2022
The Dom­in­ance and Mono­pol­ies Re­view 2022
Au­thor­it­ies re­main adam­ant that di­git­al reg­u­la­tions will com­ple­ment rather than re­place their ex­ist­ing ab­use tool­boxes, and that they will con­tin­ue to in­vest­ig­ate con­duct that falls out­side the scope of new reg­u­la­tion. Agen­cies, in par­tic­u­lar the UK Com­pet­i­tion and Mar­kets Au­thor­ity (CMA), have used their ex­ist­ing en­force­ment powers nimbly to open in­vest­ig­a­tions and se­cure com­mit­ments from de­fend­ant com­pan­ies quickly. And re­cent cases af­firm that the ab­use tool­box is not in­flex­ible, put­ting in­to prac­tice the clas­sic man­tra that the cat­egor­ies of ab­use are not closed. There is space for ab­use of dom­in­ance rules to be ap­plied flex­ibly to con­duct not pre­vi­ously ex­plored, for ex­ample in re­la­tion to sus­tain­ab­il­ity, al­though this raises sep­ar­ate is­sues re­gard­ing cer­tainty for busi­nesses. As these trends and de­vel­op­ments show, the law gov­ern­ing ab­uses of dom­in­ance, and the role it plays in com­pet­i­tion policy, are con­stantly evolving and be­com­ing more com­plex, bring­ing new chal­lenges for busi­nesses and prac­ti­tion­ers to nav­ig­ate.Read the Rus­sia chapter in the Dom­in­ance and Mono­pol­ies Re­view 2022, pre­pared by Max­im Boul­ba, Elena An­dri­an­ova and Kristina Po­ta­pova. The chapter provides an over­view of the Rus­si­an reg­u­la­tions in the an­ti­trust in­dustry.This art­icle was pre­pared for and first pub­lished by The Law Re­views in June 2022. 
17/08/2022
On­line ad­vert­ising: new rules from 1 Septem­ber 2022
On 1 Septem­ber 2022, amend­ments* to Fed­er­al Law No 38 “On Ad­vert­ising” dated 13 March 2006 (the “Law”) will come in­to force. The Law will be sup­ple­men­ted by art­icle 18.1 on on­line ad­vert­ising...
16/08/2022
For­eign less­ees be­ware of new lease rules
Spe­cial reg­u­la­tion* now ap­plies to less­ees that are or­gan­isa­tions in the trade and ca­ter­ing sec­tors and as­so­ci­ated with states that are lis­ted* as “un­friendly” by the Rus­si­an gov­ern­ment.Ac­cord­ing...
15/08/2022
Rus­sia ex­pands tax sup­port meas­ures in the IT sec­tor
Yet an­oth­er pack­age of meas­ures aimed at ex­pand­ing and cla­ri­fy­ing the cri­ter­ia for tax in­cent­ives for IT com­pan­ies was in­tro­duced mid-Ju­ly un­der Fed­er­al Law No. 321-FZ (the “Law”). Over­view of...