Our point of view

Russian Legal Update 09/2012

10 October 2012

SECURITIES

New Method Approved for Pledging Registered Securities

New rules have been introduced to regulate the procedure to make entries to security registers regarding pledges of securities to a court or agency conducting a criminal case. The document also clarifies the contents of pledge orders, instructions to terminate pledges, and the list of documents which need to be attached.

Order No. 12-52/pz-n of the Federal Financial Markets Service of Russia on the Approval of the Method to Register Pledges of Registered Securities in Securities Registers and Making Changes to the Register on the Transfer of Rights to Pledged, Registered Securities dated 28.06.2012

BANKING

Bank of Russia Increases Benchmark Refinancing Rate from 8% to 8.25% as of 14 September 2012 (Last Changed on 26 December 2011)

Bank of Russia Directive No. 2873-U on the Refinancing Rate of the Bank of Russia dated 13.09.2012

Accounting Requirements for Lending Institutions Change as of 1 October 2012

New accounting forms have been introduced and amendments have been made to several existing forms, including to the method in which they are made and submitted.

Bank of Russia Directive No. 2867-U dated 24 August 2012 on Amending Bank of Russia Directive No. 2332-U on the List, Forms, and Method for Lending Institutions to Make and Submit Accounting Forms to the Central Bank of the Russian Federation dated 12 November 2009

Procedure to Open and Close Bank Accounts and Deposits has Been Amended

  • Updates to method in which documents in a foreign language are submitted
  • New features determined for opening certain types of accounts
  • New method introduced to make changes to signature cards

Bank of Russia Directive No. 2868-U dated 28 August 2012 on Amending Bank of Russia Instructions No. 28-I on Opening and Closing Bank Accounts and Deposits dated 14 September 2006

BANKRUPTCY

On 1 March 2013, Kommersant Will Become an Official Publication Authorized to Publish Information Stipulated in the Federal Law on Insolvency (Bankruptcy)

Ministry of Economic Development of Russia Order No. 594 dated 18 September 2012 on Official Publications Publishing Information Stipulated in the Federal Law on Insolvency (Bankruptcy)

TAXATION

Qualification of Bonuses Paid by a Seller to a Buyer for Reaching Sales Targets (for VAT)

If a seller of food products gives bonuses to their buyers for reaching sales targets, the bonus will not change the cost of the delivered food products (i.e., VAT is not subject to change).

For non-food items, bonuses based on the terms and conditions of an agreement may or may not change the price of delivered goods (i.e., the price may or may not be discounted). If the cost of goods is reduced, the seller will have overpaid value-added tax on the goods, and the excess amount will be deducted. The deduction will be made based on adjusted VAT invoices issued by the seller to the buyer provided that there are supporting documents which confirm that the buyer has given its consent to change the cost of the goods, including through a price change.

Ministry of Finance of Russia Letter No. 03-07-15/120 dated 03 September 2012 on Value-Added Tax on Bonuses (Remuneration) Paid by a Seller of Goods to their Buyer for Reaching a Volume of Sales Set in an Agreement

Recommendations on Preparing and Submitting Documents on Controlled Transactions to Tax Authorities

The rules in the Tax Code on submitting documents on controlled transactions, notifying the tax authorities on controlled transactions, and control over such transactions before 1 January 2014 will apply only if the income from all such transactions by the taxpayer in one calendar year with one entity (or several of the same entities as parties to controlled transactions) in 2012 exceeds RUB 100,000,000 or exceeds RUB 80,000,000 in 2013.

In addition, requirements regarding the contents of documents made and submitted for tax control has been clarified, and a recommended procedure for preparing documents on controlled transactions has been set.

It is recommended to monitor prices in controlled transactions and prepare certain sections of documents (e.g., IRR) during the period in which controlled transactions are completed or when prices in controlled transactions are set. The documents made and submitted to substantiate market prices in controlled transactions will exempt taxpayers from the liability in article 129.3.1 of the Tax Code and will be considered by the Federal Tax Service of Russia during pre-audit analysis for tax control purposes (as in section 14.5 of the Tax Code).

Federal Tax Service of Russia Letter No. OA-4-13/14433@ dated 30 August 2012 on Preparing and Submitting Documents for Tax Control

Net Assets of Consolidated Groups of Taxpayers (CGT)

Observance of the terms and conditions on net assets will be verified on the final reporting date preceding the submission of documents to register a CGT founding agreement (or an agreement to amend a CGT founding agreement) to the tax authorities.

Federal Tax Service of Russia Letter No. ED-4-3/15572@ dated 19 September 2012 on Observance by Consolidated Group Taxpayer Participants of article 25.2.3.3 of the Tax Code of the Russian Federation

Severance Pay of Up to Three Average Monthly Salaries as of 1 January 2012 No Longer Subject to Income Tax

Federal Tax Service of Russia Letter No. AS-4-3/15293@ dated 13 September 2012 on Individual Income Tax of Severance Pay Paid to Employees Upon Dismissal at Parties' Consent

INTERNATIONAL RELATIONS

Changes to Invitations to Russia

  • The Consular Department of the Ministry of Foreign Affairs is now the only agency permitted to issue invitations and visas
  • Changes were made to the list of documents required to process invitations and issue visas
  • The decision to issue a visa must now be made within 16 business days (instead of 20)
  • Additional grounds to deny issuing an invitation and/or visa have been added

Ministry of Foreign Affairs Order No. 12077 on Approving Provisions on the Method for the Ministry of Foreign Affairs of the Russian Federation to Process Invitations to Enter the Russian Federation for Foreign Citizens and Stateless Persons and to Adopt Decisions on Issuing Visas to Foreign Citizens and Stateless Persons dated 17.07.2012

COURT PRACTICE

Dispute Resolution Clauses with Unilateral Option Not Permitted

Parties to an agreement are prohibited from agreeing to give only one of its parties the option to refer disputes to a competent state court while both parties have the right to seek arbitration. Such agreements are invalid, and parties whose rights are violated with such an agreement are also entitled to refer a dispute to a competent state court by executing their guaranteed right to have equal procedural rights.

Presidium of the Supreme Commercial (Arbitrazh) Court of the Russian Federation Decree No. 1831/12 dated 19.06.2012 in Case No. A40-49223/11-112-401