Legal services under Russian law

Corporate law

Full circle legal support of entity formation (including those with foreign element) in any part of Russia, including:

  • Drafting of articles of association according to specific needs
  • Drafting of agreement between the members/shareholders of the entity on rights thereof.
  • Development of management structure
  • Opening of accounts including assistance in choosing the bank
  • Assistance in choosing the legal seat (address) of the entity including  preparation of necessary documents

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Personal tax structuring. Transactional support for HNWI

We provide tax and legal support for personal structures, personal assets and other transactions for personal needs.

We will help you structure your personal funds, support transactions for personal and family needs in order to avoid excessive tax burden and secure privacy and safety of personal assets and funds.

Our services:

  • Development of structures able to secure privacy and ownership of personal and business assets (including trust structures, private foundations)
  • Tax and legal support of deals for acquisition/alienation of personal property (i.a. real estate, other items of personal wealth)
  • Tax planning of property disposal, including use, gift and succession planning
  • Enhancing protection of personal assets, regulation of marriage and family, succession relationships and use of personal funds – that is a short list of personal tax advice we are glad to provide to our clients 

Mergers & acquisitions (M&A). Foreign party deals

We are ready to support deals of any complexity, including foreign party deals, real estate transactions, transactions involving shares of legal entities, intellectual property rights and other assets

Our services:

  • Drafting and analysis of legal documents
  • Development and implementation of effective fund flow and financial structures
  • Calculation of tax burden and advice on mitigation of tax risks
  • Negotiation support with partners, lawyers, banks
  • Receipt of title documents for the shares, real estate, items of intellectual property  and other documents from the state authorities, notary public, banks,  carrying out of obligatory registrations and notifications
  • Support in payment processing, Escrow services

We will help you develop an effective structure while ensuring individual approach to every client at any stage

Shareholders agreements. Investments agreements

Shareholders and investment agreements are widely spread in international practice. They allow to settle issues between shareholders, investors, business partners, specify means of entering into projects, running of such project (management of the company) and exit strategies.

Most of such agreements are governed by common law, which prevails over provisions of statutory documents of the company.

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Trading activity tax structuring

We are ready to help our clients engaged into trading activity resolve the following issues:

  • Soliciting more attractive terms for loans
  • Use of special tax regime advantages in foreign jurisdictions
  • Systematization of contractual base with counterparties
  • Improving quality of contractual relations by changing governing law of transactions where necessary

We are ready to advise and suggest measures for solving such issues, as well as implement suggested measures, i.a by using foreign trading company of the group

Our services:

  • Current trading structure assessment 
  • Advice on modifying the structure 
  • Development and implementation of a new structure, drafting or amendment of contractual and other necessary documentation

Financial instruments

Use of financial instruments as means of tax mitigation and business planning:

  • Loans: interest (as opposed to dividend) distributions may reduce corporate income tax base
  • Leasing: beneficial in cases where companies possess large amounts of fixed assets (real estate, cars, equipment)
  • Royalty: used as means of profit relocation as well as tax burden decrease (i.e., for trading companies)

Our services:

  • Structuring and development of most effective financial instruments for your business
  • Drafting and analysis of necessary documentation
  • Implementation of effective financial instrument model

We will help you enhance efficiency of fund flows and manage the tax expenses.

Business structuring

We establish and optimize existing business structures to help you achieve:

  • Safe holding and control over assets
  • Overall  tax efficiency
  • Confidentiality
  • Hostile takeover protection
  • Attractiveness before third parties including investors/creditors/partners

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As from 1 January 2015 so called law on deoffshorization came into force. This legal act brought significant changes and amendments into Russian tax legislation (for example, set the rules on controlled foreign companies, provided the possibility of recognition of foreign companies as Russian tax residents, established the rules on beneficial owner of the profits and introduced several obligations on disclosure).

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