Legal alerts
Legal alerts
09 September 2021
With effect from 25 August, it has become easier and cheaper to establish a legal entity through a notary.
If the notary certifies to the signature made on the application for a legal entity registration, he/she will send the documents to the tax authority on the same day. If there are several applicants, the documents will be sent by a notary who has certified the signature of the last applicant.
Thus, you can open a company in one visit to a notary and pay for one notarial act instead of two.
Changes do not apply to legal entities to be established under special rules.
Thus, you can open a company in one visit to a notary and pay for one notarial act instead of two.
Changes do not apply to legal entities to be established under special rules.
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Sources: Federal Act No. 143-FZ dated 26 May 2021
The Council of the Chamber of Commerce and Industry of the Russian Federation approved the Regulation on force majeure confirmation under domestic agreements.
The Regulation, inter alia, determines how to certify force majeure events under agreements between Russian companies or sole proprietors in the authorized Chambers of Commerce and Industry (CCI).
A unified application form has been developed for this service. Simultaneously, copies of the following documents need to be submitted:
• agreement and, if necessary, for example, a supplemental agreement that directly relates to the applicant's obligation;
• document confirming the volume of fulfilled obligations under the agreement as at the application submission;
• confirmation by the competent authorities of events the applicant refers to as force majeure;
• legal entity's charter;
• extracts from the Unified State Register of Legal Entities or Unified State Register of Sole Proprietors;
• document confirming appointment or election of the sole executive body of the applicant (sole proprietor submits copies of the 2nd and 3rd pages of domestic passport).
In addition, the application and appendices thereto can be certified with a qualified electronic signature and sent via the Internet.
The authorized CCI issues an opinion on force majeure only for its region or municipality. It does not confirm the force majeure events, for example, under agreement between a company or sole proprietor and a natural person who is not an proprietor.
Unified opinion form has also been developed. It is issued personally to the applicant (representative under Power of Attorney) or sent by registered mail with a delivery receipt.
A unified application form has been developed for this service. Simultaneously, copies of the following documents need to be submitted:
• agreement and, if necessary, for example, a supplemental agreement that directly relates to the applicant's obligation;
• document confirming the volume of fulfilled obligations under the agreement as at the application submission;
• confirmation by the competent authorities of events the applicant refers to as force majeure;
• legal entity's charter;
• extracts from the Unified State Register of Legal Entities or Unified State Register of Sole Proprietors;
• document confirming appointment or election of the sole executive body of the applicant (sole proprietor submits copies of the 2nd and 3rd pages of domestic passport).
In addition, the application and appendices thereto can be certified with a qualified electronic signature and sent via the Internet.
The authorized CCI issues an opinion on force majeure only for its region or municipality. It does not confirm the force majeure events, for example, under agreement between a company or sole proprietor and a natural person who is not an proprietor.
Unified opinion form has also been developed. It is issued personally to the applicant (representative under Power of Attorney) or sent by registered mail with a delivery receipt.
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Sources: Resolution N 7-2 of the Chamber of Commerce and Industry of the Russian Federation "On Approval of Regulation on Certification of Force Majeure Events under Agreements (Contracts) Made as a Part of Russian Domestic Economic Activity by Authorized Chambers of Commerce and Industry" dated 24 June 2021
Ministry of Digital Development has developed an application for online signing of agreements.
Gosklyuch mobile application has been developed. Using it, citizens can quickly and free of charge get an electronic signature and certify some documents with it, including agreements with business entities. To use the service, a citizen needs to have a confirmed account on Gosusligi.
According to the Ministry of Digital Development, now, it is possible to sign communication service agreements with one of the largest mobile phone operators in this application. Soon this option will be provided by 3 more leading operators.
In the future, the service will allow you to execute more documents, in particular car sale agreements and immovable property lease agreements.
The application was launched as part of a pilot experiment. One of its tasks is to test the use of unqualified electronic signatures by natural persons when executing employment agreements, supplemental agreements thereto, as well as some other documents.
Mobile communications: organizations and sole proprietors need to submit information about subscribers and equipment via Gosuslugi.
It is necessary to register information about corporate SIM cards, including those used in online sales registers and other equipment in the unified identification and authentication system.
Government draft decree has been prepared that releases users of equipment from the duty to enter information about SIM cards if communication service agreement is executed before 1 June. Draft has not been adopted yet, the deadline for submitting information remains the same (1 September).
The data to be registered via Gosuslugi.
When using a corporate mobile communication:
• data on employee or another natural person having a corporate SIM card;
• telephone number;
• name of a legal entity or sole proprietor.
When using SIM cards in equipment, for example, in online sales registers:
• telephone number;
• Subscriber's INN (Taxpayer's Identification Number);
• name of a legal entity (sole proprietor) — owner of equipment.
• address of the equipment installation or the address of subscriber, if it is not stationary;
• name and OGRN (Primary State Registration Number) of the mobile phone operator;
• type, name and identifier of the equipment.
Who registers the data and when?
When using corporate mobile communication, the information must be registered before the start of providing communication services. If there is no data on a particular subscriber's number or they turn out to be unreliable, the operator will send a notice. If there is no response to it, the operator will exclude the subscriber's number from the contract.
Data may be submitted by natural persons themselves who use corporate SIM cards. If a legal entity or sole proprietor do it for them, then users must approve the data using their accounts on Gosuslugi.
Note that the requirement to provide operator with data about users of corporate mobile communication does not apply to customers under Act No. 44-FZ and Act No. 223-FZ.
When using SIM cards in equipment, information is entered using form on Gosuslugi portal by an authorized person of organization or sole proprietor. It must be done no later than 3 business days before the start date of communication services, unless otherwise provided for in agreement.
Changes in the registered information must be registered within 3 business days.
Government draft decree has been prepared that releases users of equipment from the duty to enter information about SIM cards if communication service agreement is executed before 1 June. Draft has not been adopted yet, the deadline for submitting information remains the same (1 September).
The data to be registered via Gosuslugi.
When using a corporate mobile communication:
• data on employee or another natural person having a corporate SIM card;
• telephone number;
• name of a legal entity or sole proprietor.
When using SIM cards in equipment, for example, in online sales registers:
• telephone number;
• Subscriber's INN (Taxpayer's Identification Number);
• name of a legal entity (sole proprietor) — owner of equipment.
• address of the equipment installation or the address of subscriber, if it is not stationary;
• name and OGRN (Primary State Registration Number) of the mobile phone operator;
• type, name and identifier of the equipment.
Who registers the data and when?
When using corporate mobile communication, the information must be registered before the start of providing communication services. If there is no data on a particular subscriber's number or they turn out to be unreliable, the operator will send a notice. If there is no response to it, the operator will exclude the subscriber's number from the contract.
Data may be submitted by natural persons themselves who use corporate SIM cards. If a legal entity or sole proprietor do it for them, then users must approve the data using their accounts on Gosuslugi.
Note that the requirement to provide operator with data about users of corporate mobile communication does not apply to customers under Act No. 44-FZ and Act No. 223-FZ.
When using SIM cards in equipment, information is entered using form on Gosuslugi portal by an authorized person of organization or sole proprietor. It must be done no later than 3 business days before the start date of communication services, unless otherwise provided for in agreement.
Changes in the registered information must be registered within 3 business days.
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Sources: Federal Act No. 533-FZ dated 30 December 2020;
RF Government Decree No. 844 dated 31/05/2021
RF Government Decree No. 844 dated 31/05/2021
Federal Tax Service of Russia has prepared a regular review of judicial practice regarding disputes on state registration of legal entities and sole proprietors.
The regular review, the second one this year, shows the practice in cases on invalidation of decisions on state registration and on refusal to register legal entities and sole proprietors, as well as on challenging other decisions and actions (omission) of registration authorities. In particular, the review includes judgments in which the courts made the following findings:
• Registration authority is not entitled to refuse state registration of changes in the address of a legal entity solely on the basis of data that other organizations are located at this address, the connection with which has been lost (not ensuring the receipt of correspondence sent to them). The issue of reliability of data provided by applicant about the address can be resolved only by the results of the verification measures carried out in relation to the applicant, while the applicant should be given the opportunity to confirm the reliability of the relevant information.
• State registration of liquidation of a limited liability company cannot be made after the expiration of a one-year period from the date of the decision on liquidation made by the general meeting of participants, if this period has not been extended by court. The legislation does not provide for the possibility to suspend this period (including in connection with a tax audit conducted at the company).
• Claim of a natural person to invalidate the decision of the registration authority on the state registration of information about this person as the head of the organization is not subject to satisfaction if, as at consideration of this claim, there is an entry in the Unified State Register of Legal Entities regarding the unreliability of the relevant data or if the legal entity has lost its legal capacity (in particular, it is excluded from the register).
• Statement of a natural person regarding the unreliability of the information contained in the Unified State Register of Legal Entities about him/her is a necessary and sufficient basis for making a relevant entry in the register. Registration authority does not verify such statement.
• Failure of an organization to provide information at the request of the registration authority sent as part of the verification of the reliability of the information contained in the Unified State Register of Legal Entities about the legal address, is not a reason for making an entry in the register about the unreliability of data about the head and participant of company.
• In the event that the procedure for excluding an organization from the Unified State Register of Legal Entities as an invalid legal entity, was terminated due to objections received from interested persons, a second procedure cannot be initiated by the registration authority until the expiration of twelve months from the date of termination of the previous procedure.
• Registration authority is not entitled to refuse state registration of changes in the address of a legal entity solely on the basis of data that other organizations are located at this address, the connection with which has been lost (not ensuring the receipt of correspondence sent to them). The issue of reliability of data provided by applicant about the address can be resolved only by the results of the verification measures carried out in relation to the applicant, while the applicant should be given the opportunity to confirm the reliability of the relevant information.
• State registration of liquidation of a limited liability company cannot be made after the expiration of a one-year period from the date of the decision on liquidation made by the general meeting of participants, if this period has not been extended by court. The legislation does not provide for the possibility to suspend this period (including in connection with a tax audit conducted at the company).
• Claim of a natural person to invalidate the decision of the registration authority on the state registration of information about this person as the head of the organization is not subject to satisfaction if, as at consideration of this claim, there is an entry in the Unified State Register of Legal Entities regarding the unreliability of the relevant data or if the legal entity has lost its legal capacity (in particular, it is excluded from the register).
• Statement of a natural person regarding the unreliability of the information contained in the Unified State Register of Legal Entities about him/her is a necessary and sufficient basis for making a relevant entry in the register. Registration authority does not verify such statement.
• Failure of an organization to provide information at the request of the registration authority sent as part of the verification of the reliability of the information contained in the Unified State Register of Legal Entities about the legal address, is not a reason for making an entry in the register about the unreliability of data about the head and participant of company.
• In the event that the procedure for excluding an organization from the Unified State Register of Legal Entities as an invalid legal entity, was terminated due to objections received from interested persons, a second procedure cannot be initiated by the registration authority until the expiration of twelve months from the date of termination of the previous procedure.
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Sources: Letter No. KV-4-14/10747@ from the Federal Tax Service dated 30 July 2021
Accreditation procedure for representative offices of foreign legal entities has been approved.
Tax Service has developed a procedure for accreditation, making changes to the data contained in the state register of accredited branches, representative offices of foreign legal entities, termination of accreditation of a branch, representative office of a foreign legal entity operating in the territory of the Russian Federation. It comes into effects in 10 days from the date of the official publication of the order.
Thus, according to the procedure, a foreign legal entity submits an application for accreditation of a branch to the authorized tax authority within 12 months after making a decision to establish or open a branch or representative office on the territory of Russia. It is to be signed by an authorized representative.
The following documents are to be submitted with the application:
• constituent documents of a foreign legal entity;
• extract from the register of foreign legal entities of the country of its registration or another equivalent document confirming the legal status of a foreign legal entity;
• document issued by an authority of the country of registration of a foreign legal entity confirming its registration as a taxpayer in this country indicating the taxpayer's code (or an analogue of the taxpayer's code), or a document from the said authority confirming the absence of such code (its analogue);
• decision of the authorized body of a foreign legal entity on the establishment of a branch or representative office in the territory of the Russian Federation;
• regulation on a foreign branch, representative office;
• power of attorney providing the head of a foreign branch or representative office in the territory of the Russian Federation with the necessary powers, the validity of which has not expired as at the date of submission;
• document confirming the payment of the stamp duty
• a list of submitted documents (in two counterparts). the second counterpart of the list with the tax authority stamp of acceptance shall be returned to an applicant. When the documents are received by mail, the second counterpart of the list is sent to the foreign branch or representative office by registered mail.
Within 15 business days from the date of submission of the above documents, the tax authority accredits foreign branch or representative office. Within the same period, an accredited foreign branch or representative office is issued (sent) an information sheet on making an entry in the state register of accredited branches and representative offices of foreign legal entities.
Accreditation of foreign branch or representative office is terminated in connection with the termination of its activities on the territory of Russia on the basis of a decision of a foreign legal entity, in connection with the termination of the activities of a foreign legal entity in the country of its registration or by decision of an authorized tax authority.
Thus, according to the procedure, a foreign legal entity submits an application for accreditation of a branch to the authorized tax authority within 12 months after making a decision to establish or open a branch or representative office on the territory of Russia. It is to be signed by an authorized representative.
The following documents are to be submitted with the application:
• constituent documents of a foreign legal entity;
• extract from the register of foreign legal entities of the country of its registration or another equivalent document confirming the legal status of a foreign legal entity;
• document issued by an authority of the country of registration of a foreign legal entity confirming its registration as a taxpayer in this country indicating the taxpayer's code (or an analogue of the taxpayer's code), or a document from the said authority confirming the absence of such code (its analogue);
• decision of the authorized body of a foreign legal entity on the establishment of a branch or representative office in the territory of the Russian Federation;
• regulation on a foreign branch, representative office;
• power of attorney providing the head of a foreign branch or representative office in the territory of the Russian Federation with the necessary powers, the validity of which has not expired as at the date of submission;
• document confirming the payment of the stamp duty
• a list of submitted documents (in two counterparts). the second counterpart of the list with the tax authority stamp of acceptance shall be returned to an applicant. When the documents are received by mail, the second counterpart of the list is sent to the foreign branch or representative office by registered mail.
Within 15 business days from the date of submission of the above documents, the tax authority accredits foreign branch or representative office. Within the same period, an accredited foreign branch or representative office is issued (sent) an information sheet on making an entry in the state register of accredited branches and representative offices of foreign legal entities.
Accreditation of foreign branch or representative office is terminated in connection with the termination of its activities on the territory of Russia on the basis of a decision of a foreign legal entity, in connection with the termination of the activities of a foreign legal entity in the country of its registration or by decision of an authorized tax authority.
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Sources: Order No. ED-7-14/691@ of the Federal Tax Service of Russia dated 27 July 2021
Draft amendments on simplification of tax regulation for the purposes of export of goods have been prepared.
RF Government has prepared a number of amendments to the tax legislation as part of the ongoing measures aimed at simplifying tax and currency regulation for the export of goods and services. It is assumed that the amendments will be applied with effect from 2023.
In particular, it is proposed to adjust the procedure for documenting the zero VAT rate, including when providing services of international transportation of goods exported from the territory of the Russian Federation by sea and river vessels. Draft act provides for the exclusion of the requirement to have marks of customs authorities.
We remind that currently, taxpayers submit copies of transportation, shipping and/or other documents confirming the export of goods outside the territory of the Russian Federation (import of goods into the territory of the Russian Federation), indicating the port of shipment and marked "Loading is allowed" made by the Russian customs authority at the place of departure or by the customs authority, which made the customs clearance of export goods (Article 165(3)(3) of the Tax Code).
There is also a procedure for the actions of the tax authority in the event of a discrepancy between the data specified in the order for the shipment of goods submitted by a taxpayer and the data available to the tax service.
In particular, it is proposed to adjust the procedure for documenting the zero VAT rate, including when providing services of international transportation of goods exported from the territory of the Russian Federation by sea and river vessels. Draft act provides for the exclusion of the requirement to have marks of customs authorities.
We remind that currently, taxpayers submit copies of transportation, shipping and/or other documents confirming the export of goods outside the territory of the Russian Federation (import of goods into the territory of the Russian Federation), indicating the port of shipment and marked "Loading is allowed" made by the Russian customs authority at the place of departure or by the customs authority, which made the customs clearance of export goods (Article 165(3)(3) of the Tax Code).
There is also a procedure for the actions of the tax authority in the event of a discrepancy between the data specified in the order for the shipment of goods submitted by a taxpayer and the data available to the tax service.
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Sources: - Draft act No. 1237255-7 "On Amendments to Article 165 of Part Two of the Tax Code of the Russian Federation"
Draft procedure for obtaining access to the organization's information systems by tax authorities has been prepared.
In order to establish a uniform approach to obtaining access by tax authorities to the organization's information systems as a part of of tax monitoring, the Federal Tax Service of Russia has prepared a draft procedure for obtaining such access.
Thus, according to the draft, interaction through the organization's information system will be carried out through a secure communication channel using certified means of information cryptographic protection. And obtaining authorized access will be determined by the regulation on interaction through the organization's information system in the course of tax monitoring.
The official website of the Federal Tax Service of Russia will contain a list of means of information cryptographic protection, as well as information about the process of interaction through the organization's information system.
According to the tax service, this procedure will facilitate the preparation of new participants for information interaction during the transition to tax monitoring. Full integration of tax authorities with the information systems of companies will improve the expanded information interaction in the course of tax monitoring and create a single space of trust.
Thus, according to the draft, interaction through the organization's information system will be carried out through a secure communication channel using certified means of information cryptographic protection. And obtaining authorized access will be determined by the regulation on interaction through the organization's information system in the course of tax monitoring.
The official website of the Federal Tax Service of Russia will contain a list of means of information cryptographic protection, as well as information about the process of interaction through the organization's information system.
According to the tax service, this procedure will facilitate the preparation of new participants for information interaction during the transition to tax monitoring. Full integration of tax authorities with the information systems of companies will improve the expanded information interaction in the course of tax monitoring and create a single space of trust.
From 1 March 2022, it will be possible to obtain consent to publicly available personal data processing through the system of Federal Service for Supervision in the Sphere of Telecom, Information Technologies and Mass Communications (Roskomnadzor).
On 1 March 2022, the Roskomnadzor order about working with its system will come into effect, using which it will be possible to obtain consent to publicly available personal data processing.
It follows from the document: in order to obtain consent in this way, it is necessary to connect the operator's website to the Unified Identification and Authentication System (USIA), as well as:
• to accept de-identified data about consents from a special USIA resource;
• to accept data about a natural person from it who has provided consent, if Roskomnadzor has received information about the violation of the rights of this person as a data subject;
• to maintain a list of records of consents.
As soon as the natural person certifies the consent with an electronic signature, the following data will be delivered through the Roskomnadzor system, in particular:
• about the fact of granting consent;
• about one or more purposes of personal data processing;
• about the categories and the list of data that were allowed to be processed.
It follows from the document: in order to obtain consent in this way, it is necessary to connect the operator's website to the Unified Identification and Authentication System (USIA), as well as:
• to accept de-identified data about consents from a special USIA resource;
• to accept data about a natural person from it who has provided consent, if Roskomnadzor has received information about the violation of the rights of this person as a data subject;
• to maintain a list of records of consents.
As soon as the natural person certifies the consent with an electronic signature, the following data will be delivered through the Roskomnadzor system, in particular:
• about the fact of granting consent;
• about one or more purposes of personal data processing;
• about the categories and the list of data that were allowed to be processed.
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Sources: Federal Act No. 533-FZ dated 30/12/2020;
RF Government Decree No. 844 dated 31/05/2021;
Roskomnadzor Order No 106 dated 21/06/2021
RF Government Decree No. 844 dated 31/05/2021;
Roskomnadzor Order No 106 dated 21/06/2021
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