The document provides an overview and guide to key legal aspects of conducting business in Russia. It covers topics such as setting up businesses, legal forms, joint ventures, acquisitions, insolvency, regulation of business activities, protection of competition, Russia's accession to the WTO, contract law, real estate, employment, taxation and customs regulations. The guide is intended to help foreign businesses understand the Russian legal system and requirements for operating in Russia. It provides concise information on the principal business and commercial laws in Russia.
3. Doing Business in Russia
Brief Legal Guide
Edited by Vladimir Kilinkarov and Maxim Avrashkov
Maxima Consulting & Law LLC, Russia
2012
4.
5. Dear Friends!
This is the 2nd edition of the guide to the principal legal aspects of
conducting business in Russia. It has been written by practicing
lawyers of Maxima Consulting & Law LLC for foreign businessmen
working or planning to develop their business in Russia, lawyers, and
anybody who would like to know more about the Russian legal system
and relevant requirements for doing business in Russia.
The guide offers a brief overview of key elements of the Russian legal
regulation covering corporations, tax, customs, immigration, contracts,
real estate & construction, public regulation, WTO, insolvency,
intellectual property, protection of competition and dispute resolution.
We recommend this information to anybody who has business in
Russia or plans to do so in future.
All information presented in the handbook has been thoroughly revised
and updated to reflect the last amendments to the Russian legislation
(up to the 01 May, 2012) as well as the most actual draft amendments,
acts and prospects in different areas of Russian law.
Should you have any questions or wish to obtain additional information
on any issue, please feel free to contact us. Our contact information is
listed at the end of this brochure.
We hope you will find this information interesting and useful. Our
With kind regards,
Maxim Avrashkov and Vladimir Kilinkarov
Maxima Consulting & Law
6.
7. Contents
1 General information
9 Legal status of foreign nationals
15 Setting up a new business
41 Joint ventures
51 Acquisition of a business
57 Business restructuring
Insolvency
Regulation of business activity
84 Protection of competition
91 Russia and the WTO
99 Contract law issues
110 Real estate & construction
125 Intellectual property
Employment
Taxation
151 Customs regulation
Judiciary System
170 Our contacts
8.
9. 1GENERAL INFORMATION | DOING BUSINESS IN RUSSIA
General Information
* by Maxim Avrashkov, Natalia Zelentsova
Background information:
etc.
10. GENERAL INFORMATION | DOING BUSINESS IN RUSSIA
Fundamentals of the Constitutional System
Constitution of the
Russian Federation. RF Constitution
17. LEGAL STATUS OF FOREIGN NATIONALS | DOING BUSINESS IN RUSSIA
Legal Status of Foreign Nationals.
Immigration Issues
Temporary Stay in Russia
18. LEGAL STATUS OF FOREIGN NATIONALS | DOING BUSINESS IN RUSSIA
staying temporarily
Immigration Registration
19. 11LEGAL STATUS OF FOREIGN NATIONALS | DOING BUSINESS IN RUSSIA
immigration registration
20. LEGAL STATUS OF FOREIGN NATIONALS | DOING BUSINESS IN RUSSIA
etc.
Temporary and Permanent Residence in Russia
A temporary residence permit
etc.
residence permit
21. LEGAL STATUS OF FOREIGN NATIONALS | DOING BUSINESS IN RUSSIA
political asylum
Employment
employed
22. LEGAL STATUS OF FOREIGN NATIONALS | DOING BUSINESS IN RUSSIA
23. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
Setting up a New Business
Business Acquirement
Joint Ventures
Legal Forms
individual entrepreneur, or to
company
etc.
24. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
Individual Enterprises
individual
entrepreneur
25. 17SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
i.e.
26. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
Legal Forms of Legal Entities
27. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
Business partnerships
Business entities
Business Partnerships
A partnership general
28. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
limited partnership (special partnership)
29. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
Business Entities
limited liability company
etc.
etc.
30. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
31. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
A
an
32. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
stock company
33. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
LLC CJSC OJSC Economic
Partnerships
other items or
Monies, items or
interests or other
34. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
on the assessment
shares +
have a
shares in the
alienation in
has the
alienate
their shares
her share in share
35. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
interest may be
the shares
or not the other
36. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
shall have one vote,
etc.
37. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
into the share
on interests
the event that no
Agreements of Participants of an LLC and Shareholders of a JSC
38. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
Economic Partnership
39. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
40. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
Intellectual
Property
41. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
State Registration
42. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
43. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
etc.
44. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
45. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
46. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
47. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
48. SETTING UP A NEW BUSINES | DOING BUSINESS IN RUSSIA
52. JOINT VENTURES | DOING BUSINESS IN RUSSIA
corporate cooperation model
53. JOINT VENTURES | DOING BUSINESS IN RUSSIA
Starting-up a new business
Business restructuring
Acquisition of a business
Investment Partnership
Investment
Partnership Law
The Principal Advantages and Restrictions of an Investment
Partnership
54. JOINT VENTURES | DOING BUSINESS IN RUSSIA
Particular Features of an Investment Partnership
What distinguishes an investment partnership from an ordinary
partnership?
59. ACQUISITION OF A BUSINESS | DOING BUSINESS IN RUSSIA
Acquisition of a Business
Acquisition of Interest/Shares in a Russian Entity. Merger with a
Russian Entity
etc.
73. INSOLVENCY | DOING BUSINESS IN RUSSIA
into a settlement agreement
Special Characteristics of the Bankruptcy of Certain Parties
74. REGULATION OF BUSINESS ACTIVITY | DOING BUSINESS IN RUSSIA
Regulation of Business Activity
Setting up a new business
Customs regulation
Taxation
Licensing
80. REGULATION OF BUSINESS ACTIVITY | DOING BUSINESS IN RUSSIA
etc.
etc.
of conformity
is a mark of conformity
81. REGULATION OF BUSINESS ACTIVITY | DOING BUSINESS IN RUSSIA
Foreign Trade Regulation
foreign trade
Customs and tariffs regulation
Customs Regulation
82. REGULATION OF BUSINESS ACTIVITY | DOING BUSINESS IN RUSSIA
without a license
etc.
national legal treatment
i.e.
83. REGULATION OF BUSINESS ACTIVITY | DOING BUSINESS IN RUSSIA
bans and
restrictions on the foreign trade in goods, services and intellectual
properties
Temporary restrictions
retorsion
Currency Control
85. 77REGULATION OF BUSINESS ACTIVITY | DOING BUSINESS IN RUSSIA
etc.
Instruction
A passport of transaction passport sdelki
passport of transaction is
86. REGULATION OF BUSINESS ACTIVITY | DOING BUSINESS IN RUSSIA
Criminal and administrative liability
87. REGULATION OF BUSINESS ACTIVITY | DOING BUSINESS IN RUSSIA
Opening of Bank Accounts in Banks Located Outside the
Russian Federation by Residents of the Russian Federation
90. REGULATION OF BUSINESS ACTIVITY | DOING BUSINESS IN RUSSIA
Protection of Consumer Rights
etc.
Special Trade Regulations Relating to Certain Types of
Commodities
96. PROTECTION OF COMPETITION | DOING BUSINESS IN RUSSIA
Acts and Actions (Omissions) of Authorities Restricting
Competition
Government Control of Economic Concentration
98. PROTECTION OF COMPETITION | DOING BUSINESS IN RUSSIA
Consequences of a Breach of the Antimonopoly Law
99. RUSSIA AND THE WTO | DOING BUSINESS IN RUSSIA
Russia's Accession to the WTO
100. RUSSIA AND THE WTO | DOING BUSINESS IN RUSSIA
Effects of Russia's Accession to the WTO
several ways of
bringing national legislation into line with WTO legal regulations
has decided to make national laws
which would include the WTO regulations, sometimes verbatim
101. RUSSIA AND THE WTO | DOING BUSINESS IN RUSSIA
the emergence of a sui generis
principles
and rules
etc.
103. RUSSIA AND THE WTO | DOING BUSINESS IN RUSSIA
law enforcement
104. RUSSIA AND THE WTO | DOING BUSINESS IN RUSSIA
Effects of Russia's WTO entry for the Consumer
imported drugs
chemical market
processing, building, scientific and metering
equipment
computers, their means of production and
hardware components
consumer electronics
vehicles
new automobiles
used cars
milk, cream powder and concentrated cream
and butter
animal foodstuffs
105. RUSSIA AND THE WTO | DOING BUSINESS IN RUSSIA
deficient raw
materials for the food industry
beef, pork and
poultry
107. CONTRACT LAW ISSUES | DOING BUSINESS IN RUSSIA
Contract Law Issues
A contract
liberty of
contract, i.e.
Formation of a contract
a person or a legal entity must be legally capable
108. CONTRACT LAW ISSUES | DOING BUSINESS IN RUSSIA
general or special legal capacity
must agree on all substantial
terms of the contract
109. CONTRACT LAW ISSUES | DOING BUSINESS IN RUSSIA
i.e.
unfair
practice in the course of negotiations
110. CONTRACT LAW ISSUES | DOING BUSINESS IN RUSSIA
representation on the circumstances
Form of Contracts.
111. CONTRACT LAW ISSUES | DOING BUSINESS IN RUSSIA
Real Estate
and Construction
invalid
117. CONTRACT LAW ISSUES | DOING BUSINESS IN RUSSIA
limited
liability
Amendment and Cancellation of Contracts
118. REAL ESTATE & CONSTRUCTION | DOING BUSINESS IN RUSSIA
Real Estate & Construction
Draft Amendments to the RF Civil Code
119. 111REAL ESTATE & CONSTRUCTION | DOING BUSINESS IN RUSSIA
etc.
Real Estate Rights
Right of ownership
120. REAL ESTATE & CONSTRUCTION | DOING BUSINESS IN RUSSIA
means the
Lifetime inheritable possession
121. REAL ESTATE & CONSTRUCTION | DOING BUSINESS IN RUSSIA
Easement
Real estate leasing
Free property use
A mortgage
122. REAL ESTATE & CONSTRUCTION | DOING BUSINESS IN RUSSIA
Amendments to be Introduced to the System of Rights in Rem
competence of ownership
right of
ownership and restricted rights in rem
Emphyteusis
Development right
123. REAL ESTATE & CONSTRUCTION | DOING BUSINESS IN RUSSIA
Usufruct
right to acquire another person's object
Right to proprietary consideration
elimination of economic management
right
124. REAL ESTATE & CONSTRUCTION | DOING BUSINESS IN RUSSIA
Acquisition of Real Estate Title
State Registration of Real Estate Rights and Transactions
Therewith
etc.
125. 117REAL ESTATE & CONSTRUCTION | DOING BUSINESS IN RUSSIA
etc.
Characteristics of the Purchase of Real Estate by Foreign Nationals
126. REAL ESTATE & CONSTRUCTION | DOING BUSINESS IN RUSSIA
Construction in Russia
127. REAL ESTATE & CONSTRUCTION | DOING BUSINESS IN RUSSIA
Sale and Purchase of Real Estate
128. REAL ESTATE & CONSTRUCTION | DOING BUSINESS IN RUSSIA
129. REAL ESTATE & CONSTRUCTION | DOING BUSINESS IN RUSSIA
130. REAL ESTATE & CONSTRUCTION | DOING BUSINESS IN RUSSIA
Lease of Real Estate
Real Estate Pledges (Mortgages)
131. REAL ESTATE & CONSTRUCTION | DOING BUSINESS IN RUSSIA
Protection of Objects of Cultural Heritage
132. REAL ESTATE & CONSTRUCTION | DOING BUSINESS IN RUSSIA
139. INTELLECTUAL PROPERTY | DOING BUSINESS IN RUSSIA
Law
on Arbitration Courts
Court for Intellectual Property Rights shall be
jurisdiction
challenging of normative acts issued
by the federal executive authorities
159. CUSTOMS REGULATION | DOING BUSINESS IN RUSSIA
Customs Regulation
The Customs Union of the Republic of Belarus, the Republic
Regulations in the Russian Federation
CUCC
160. CUSTOMS REGULATION | DOING BUSINESS IN RUSSIA
Customs Clearance
Declaration of Commodities