Corporate and M&A

Whether you are selling or buying a business in Russia, our team will provide the optimal tax and legal solution for your transaction. Our corporate practice covers:

• Mergers and acquisitions
• Spin-offs, liquidation, restructuring and bankruptcy
• Legal, tax and financial due diligence investigations (DDI)
• Antimonopoly clearance
• Preparation of legal opinions on various aspects of Russian corporate law
• Advice on corporate and transaction re-structuring
• Day-to-day legal support of your operation
• Arranging and running general shareholders’ and board of directors’ meetings and handling of all associated matters.

Contract drafting

We draft and/or customize your standard agreements to meet Russian law requirements. We also help our clients negotiate various agreements such as the following:

• Share sale and purchase agreements
• Shareholders agreements
• Supply agreements
• Services agreements
• Intercompany agreements
• Loan agreements
• Distribution agreements
• Franchise agreements
• License agreements
• Lease agreements
• Agent agreements
• Agreements on assignment of rights and obligations
• Settlement agreements

Tax practice

Fully versed in all intricacies of the Russian tax legislation and its enforcement, our professionals possess extensive consulting experience and use advanced techniques to ensure effective and secure tax strategies for foreign companies working in Russia.

We handle:

• Tax consultancy and planning
• Drafting transfer pricing documentation and advice
• Express tax audit of the company and elaboration of tax risks
• Assessment of the tax implications of contemplated transactions and investments projects
• Tax (re)structuring of your business in Russia
• Tax and financial due diligence investigations
• Issues on repatriation of revenues from Russia
• Questions on allocation of costs of the headquarters to Russian subsidiary/branch
• Issues on application of double tax treaties
• Assistance during tax audits by the Russian tax office
• Assessment of tax risks and solution for their elimination
• Assistance with refund or offsetting of overpaid taxes
• Disputes resolution with the Russian tax office
• Educational seminars and training for your internal accounting department on various issues of Russian accounting standards, tax law, recent tax law changes and court practice

Employment law

We handle all matters related to executives and staff such as:

• Drafting of employment agreements
• Obtaining work permits for expats and their families
• Advice on day-to-day issues of employment law
• HR documents audit
• Assistance with employee termination and redundancy
• Assistance with audit by the Russian Labor Inspectorate
• Handling disputes with ex-employees
• Drafting various internal regulations on personal data, bonuses, fringe benefits, business travel expenses, car use and related issues
• Educational seminars and trainings for clients’ HR department on various issues of Russian employment law, recent labor law developments and court practice

Dispute Resolution

We assist our clients with mediation, litigation and arbitration.

With a few exceptions (for example, related to a land plot located in Russia) the parties are free to agree on the applicable law and venue for dispute resolution.

An appeal by the local company of a ruling/decision of one of the Russian governmental bodies (for example, the tax office, the consumer protection authorities, or the labor inspectorate) can be resolved by Russian state courts only.

Although many foreign investors are somewhat skeptical of the rule of law and Russian justice, in many cases it proves to be very prompt and efficient. Once the lawsuit is filed, the first instance court hearing in Russia usually takes around 3-4 months, and the appeal instance takes an additional 3 months. The court decision comes into force after the appeal instance but the parties may further appeal the first instance and the appeal court rulings in the cassation and supervisory instances.

Often disputes arising from large-scale transactions related to investments into Russia are resolved by international arbitration tribunals in London or Stockholm. Russia is a signatory to the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Arbitral awards obtained in foreign jurisdictions are recognized by the Russian courts in accordance with the Convention. At the same time, the enforcement of foreign state court decisions in Russia is a challenge because Russia has signed a very limited number of bilateral international treaties on mutual legal assistance with other countries and such enforcement is usually based on the principle of reciprocity.

We handle all types of commercial disputes in first, appeal, cassation and supervisory instances of the Russian state courts. We also represent clients in international commercial arbitration abroad. We assist our clients with the enforcement of arbitral awards in Russia. We obtain injunctive relief to freeze bank accounts and/or arrest assets of the opposing party to assure enforcement of the court decision at a later stage.

Real Estate

Our full-service real estate practice includes

• Acquisition and disposition (direct or indirect) of real estate
• Due diligence investigations related to land plot and building title
• Obtaining permits and other documents required for development and construction
• Turn-key projects
• Tax structuring
• Registration of title, mortgages, pledges or other types of security for transaction
• Financing the acquisition of commercial real estate
• Lease agreements

One-stop shop for foreign business in Russia

RT Group, LLC law firm is a one-stop shop for foreign investors from the establishment of your business through all aspects of its day-to-day operation in Russia:

• Corporate structuring of business depending on the client’s initial goals and future development in Russia
• Structuring the finance of business operations in Russia
• Incorporation of subsidiaries
• Establishment of representative offices and branches
• Taxation of Russian revenues and profit repatriation
• Antimonopoly clearance
• Opening bank accounts in Russia
• Sale and purchase agreements
• Shareholders’ agreements
• Agency and distribution agreements
• Contractual work
• Employment agreements
• Work permits for foreign nationals
• Compliance with mandatory labor law regulations
• Litigation and arbitration in Russia
• Accounting and tax reporting
• HR record handling and payrolls
• Corporate compliance
• Translation services

Upon your instructions, we will prepare a tailor-made package for your start-up in Russia or recommendations to improve your existing operation.

Company registration in Russia

Whether you are creating a wholly owned subsidiary or an entity with several shareholders, the most common form of a legal entity is a Limited Liability Company (OOO in Russian). The minimum charter capital is RUB 10,000 (approx. USD 170). A foreign legal entity and/or a foreign national can be a sole owner of the Russian company. A foreign national can be the CEO of the Russian LLC. Your presence in Russia is not necessary to incorporate an LLC. You may certify all required documents in the country of your residency. We can register a company for you in any Russian region. The registration takes only 3 business days.

A foreign company that opens an office in Russia purely for marketing purposes that does not plan to invoice clients from Russia may establish a representative office or branch. The registration of a representative office/branch takes approximately 6 weeks.

Corporate compliance

Regardless of the size of your business or the industry you work in, corporate compliance is essential to your successful operation in Russia. We ensure that your company’s standards and internal policies conform to Russian law and practice.

We provide corporate governance evaluation; advise clients on anti-corruption and anti-bribery clauses, regulations and practice; advise on risks related to sanctions; and guide clients on the bidding procedure for governmental orders and tenders.

Accounting, Payroll, Tax reporting and HR documents handling

We also provide a full range of accounting, tax reporting, payroll and HR documents services. For more information please consult

+7 925 506-25-95

info@r-tgroup.ru

16-1, Krasnoproletarskaya Ulitsa, 127473, Moscow, Russia