This preview shows page 1-2-3-4-5-6-7-8-52-53-54-55-56-57-58-106-107-108-109-110-111-112-113 out of 113 pages.
Russia Doing Business in Russia May 2007 Doing Business in Russia May 2007 Baker McKenzie CIS Limited Moscow Office Sadovaya Plaza 11th Floor 7 Dolgorukovskaya Street Moscow 127006 Russia Telephone 7 495 787 2700 Facsimile 7 495 787 2701 moscow office bakernet com St Petersburg Office 57 Bolshaya Morskaya Street St Petersburg 190000 Russia Telephone 7 812 303 9000 325 8308 Facsimile 7 812 325 6013 spb office bakernet com www bakernet com Doing Business in Russia Table of Contents PREFACE v 1 RUSSIA AN OVERVIEW 1 1 1 1 2 1 3 1 4 1 5 2 PROMOTING FOREIGN INVESTMENT IN THE RUSSIAN FEDERATION 5 2 1 2 2 2 3 2 4 2 5 3 Representative Office and Branch of a Foreign Legal Entity 11 Forming a Russian Legal Entity 14 Limited Liability Companies 15 Joint Stock Companies 20 ISSUANCE AND REGULATION OF SECURITIES 24 4 1 4 2 4 3 4 4 4 5 4 6 4 7 4 8 5 The Foreign Investment Law 5 Production Sharing Agreements 7 Special Economic Zones 7 Regional Legislation 10 International Treaties 10 ESTABLISHING A LEGAL PRESENCE 11 3 1 3 2 3 3 3 4 4 Geography 1 Population 1 Political System and International Relations 1 Economy 3 Foreign Relations 4 Introduction 24 Securities in General 24 Equity Securities 25 Debt Securities 25 Russian Depositary Receipts RDRs and Exchange Bonds 26 Infrastructure of the Securities Market 27 Organizers of Trade Stock Exchanges and Clearing Organizations 28 Regulation of the Securities Market 29 COMPETITION PROTECTION LAW 30 5 1 5 2 5 3 5 4 5 5 5 6 Abuse of a Dominant Position 30 Agreements Limiting Competition 32 State Aid 33 Establishment of Companies 34 Mergers and Acquisitions 35 Unfair Competition 38 i Baker McKenzie 5 7 6 TAXATION 39 6 1 6 2 6 3 6 4 6 5 6 6 6 7 6 8 6 9 6 10 6 11 6 12 6 13 7 Introduction 58 Currency Operations 58 Resident vs Non resident Status 59 Special Currency Control Rules 59 Liability for Violation 60 EMPLOYMENT 60 8 1 8 2 8 3 8 4 8 5 8 6 8 7 8 8 8 9 8 10 8 11 8 12 8 13 8 14 8 15 ii Introduction 39 Types of Tax 40 Tax Audits 40 Corporate Profits Tax 41 Taxation of Foreign Companies 44 Double Taxation Treaties 45 Value Added Tax VAT 52 Mineral Extraction Tax 55 Taxation under Production Sharing Agreements 56 Corporate Property Tax 56 Unified Social Tax 57 Personal Income Tax 57 Regional and Local Taxes 58 CURRENCY REGULATIONS 58 7 1 7 2 7 3 7 4 7 5 8 Selection of a Financial Organization by Subjects of Natural Monopolies and Various States and Municipal Bodies 39 Introduction 61 Employment related Orders 62 Labor Books 62 Probationary Period 62 Minimum Wage 63 Work Time 63 Holidays and Non working Days 63 Vacations 64 Sick Leave 64 Maternity Leave 65 Dismissal 65 Compensation 65 Foreigners Working in Russia 66 Trade Secrets 66 Personal Data 67 Doing Business in Russia 9 PROPERTY RIGHTS 67 9 1 9 2 9 3 9 4 9 5 9 6 9 7 9 8 9 9 Introduction 68 Ownership of Land 69 Ownership of Buildings 71 Leases 72 State Registration of Rights to Immovable Property 74 Classifications of Real Estate 76 Payments for Real Estate 76 Residential Real Estate 76 Mortgage of Real Estate 77 10 PRIVATIZATION 79 10 1 10 2 History of Privatization 80 Current Status 81 11 LANGUAGE POLICY 81 12 CIVIL LEGISLATION 82 13 BANKING 84 13 1 13 2 13 3 13 4 13 5 13 6 13 7 Legal Framework 84 Regulatory Bodies 84 Credit Organizations in the Russian Market 85 Banking Activities 85 Licensing 86 Deposit Insurance 86 Money Laundering 87 14 NATURAL RESOURCES OIL AND GAS MINING 88 14 1 14 2 14 3 14 4 14 5 Introduction 88 Subsoil Legislation 88 Subsoil Users 89 Licenses 89 Transfer of Subsoil Rights 90 15 INTELLECTUAL PROPERTY 90 15 1 15 2 15 3 15 4 15 5 15 6 15 7 Regulatory Environment 90 Patents 91 Trademarks Service Marks and Appellation of Origin of Goods 92 Company Names and Trade Names Commercial Designations 93 Copyrights and Neighboring Rights 94 Software Programs and Databases 94 Topologies of Integrated Microcircuits 95 iii Baker McKenzie 16 BANKRUPTCY 96 16 1 16 2 16 3 16 4 16 5 16 6 16 7 16 8 16 9 16 10 Legislation 96 Bankruptcy Criteria 96 Initiating Bankruptcy Proceedings 97 Bankruptcy Procedures 97 Supervision 98 Financial Rehabilitation 98 External Management 99 Bankruptcy Liquidation 99 Composition Agreement 100 Bankruptcy of Banks and Other Lending Institutions 100 17 THE RUSSIAN JUDICIAL SYSTEM 101 17 1 17 2 17 3 17 4 17 5 iv Introduction 102 State Arbitrazh Courts 102 International Arbitration 103 Enforcement of Judgments 103 Alternative Dispute Resolution 104 Doing Business in Russia PREFACE Baker McKenzie provides sophisticated legal advice to the world s most dynamic global enterprises and has done so for more than 50 years With a network of more than 3 400 locally qualified internationally experienced lawyers in 70 offices across 38 countries we have the knowledge and resources to deliver the broad scope of quality services required to respond effectively to both international and local needs consistently with confidence and with sensitivity to cultural social and legal differences Active in the USSR and the Commonwealth of Independent States for over 40 years with offices in Almaty Kyiv Moscow and St Petersburg we now have one of the largest legal practices in the region offering expertise in close cooperation with our offices worldwide on all aspects of investment in the region including corporate law banking and finance securities and capital markets venture capital competition law tax and customs real estate and construction labor and migration intellectual property and dispute resolution The first western law firm to be registered with the then Soviet authorities our Moscow office was opened in 1989 followed by the opening of our St Petersburg office in 1992 Since the dissolution of the Soviet Union in 1991 the Russian Federation has adopted new legislation at a rapid pace It remains a country in transition and its legal system in continued development Doing Business in Russia has been prepared as a general guide for companies operating in or considering investment into the Russian Federation It is intended to present an overview of the key aspects of the Russian legal system and regulation of business activities in this country The information contained in this guide is current as of the date below We will be happy to provide you with updates on the material contained in this guide or to provide you with further information regarding a specific industry or area of Russian law in which you may have a particular interest Baker McKenzie CIS Limited May 2007 Doing Business in
View Full Document
Unlocking...