Reorganisation procedure whereby a legal entity takes over another one (the legal entity that is taken over is terminated, and its assets are transferred to the acquiring company).

Annual meeting of shareholders that makes essential decisions regarding the legal entity’s activities, such as the election of General Director.

Body that performs revisory functions in a legal entity; it is an optional body in LLCs and JSCs with less than 50 shareholders.

Collegial body responsible for serving the shareholders’ interests and securing their rights between the general shareholder meetings; it is an optional body in LLCs and JSCs with less than 50 shareholders.

Form of solitary subdivision of a legal entity (Head office), which is not a separate legal entity (i.e. is considered part of the Head Office’s legal entity), can perform all of the Head Office’s functions in the area of responsibility, generally treated as a permanent establishment from the tax viewpoint.

Reorganisation procedure whereby a legal entity’s assets are demerged, and two new companies are created based on them. The former legal entity is terminated.

Consolidated constitution of a legal entity that includes information on the company name, charter capital etc.

Total value of all shares owned by shareholders of a legal entity, which is specified in its charter.

Optional body elected by the general shareholders meeting that is responsible for direct control over the legal entity; it is generally headed by the General Director,

Method of individualising a legal entity that is to be specified in its constitutional documents.

Documents that serve as the basis for activities of a legal entity. Commercial legal entities operate based on the provisions of their charter.

Profits issued to the holders of shares in a LLC or JSC.

Sole executive body of a legal entity that is authorised to act on its behalf without a power of attorney. Russian law provides for the possibility of several General directors.

Meeting of shareholders that makes decisions regarding the legal entity’s activities.

A legal entity that opens a solitary subdivision, such as a Rep Office or Branch.

Procedure for forming a new legal entity and its registration with the EGRYUL.

Transaction involving an affiliate of a legal entity and generally requiring an approval by  the general shareholder meeting.

Legal entity operated by two or more partners, generally one or more being Russian residents and at least one foreign.

Type of a legal entity, distinct and separate from its members, its charter capital is divided into shares. There are two types of JSC: public and non-public. Shares of a public JSC can be listed on the stock market, and be publicly subscribed to.

Type of a legal entity, distinct and separate from its members, its charter capital is divided into shares that can neither be listed on the stock market, nor be publicly subscribed to.

Termination of a legal entity’s registration, resulting in loss of its legal capacity.

Transaction with the value of at least 25% of the legal entity’s balance sheet, unless otherwise provided for in the charter, which generally requires a (qualified) approval by the general shareholder meeting or board of directors.

Reorganisation procedure whereby two legal entities consolidate into one (former legal entities terminate, and a new one is created based on joint assets).

Termination or alteration of a legal entity’s status, resulting in the succession of legal entities, thereby creating and terminating one or more new legal entities (e.g. merger, acquisition, break-up, spin-off, transformation).

Form of solitary subdivision of a legal entity(Head Office), which is not a separate legal entity (i.e. is considered part of the Head Office’s legal entity), its functions are limited to representing the Head Office, and it can only engage in commercial activities of auxiliary and preparatory nature, generally not treated as a permanent establishment from the tax viewpoint.

Unit for accounting the participation in a legal entity’s charter capital. In a JSC, a share represents a part of the legal entity’s stock; in an LLC shares refer to the percentage of the contribution (e.g. money) directly made to its charter capital. 

An owner of a legal entity and one who holds shares in a legal entity, and generally enjoys voting rights.

Agreement between all or some shareholders of a legal entity regulating issues of its managing, dispute resolution, sale of shares etc.

Individual who conducts business activities without creating a legal entity and is registered in EGRYUL.

Reorganisation procedure whereby a section of a legal entity is split off as a separate business.

Method of individualising a legal entity that is not specified in its constitutional documents. Trade names are not obligatory for legal entities.

Reorganisation procedure whereby the legal entity remains structurally intact, but its type changes (e.g. from LLC to JSC).

Public register with information on the legal entity’s founders, General Director, charter capital, etc.

The rights enjoyed by shareholders to vote their shares.

28 days of paid vacation time that can be used by every employee annually. Increased vacation durations is mandatory for certain categories of employees (working in harmful or dangerous conditions, in the Far North and equated territories, under irregular working hours etc.). 

Unilateral termination of employment contract by the employer due to employee’s fault or based on economic grounds.

Employment contract for the performance of work by the employee outside employer’s premises.

Contract concluded between an employer and an employee for performance of job functions, which must contain obligatory provisions set forth in the Russian Labour Code. Employment contracts may be concluded for either an indefinite or fixed term (i.e. fixed-term employment contracts).

The statutory minimum level of salary amount payable per month to employees, regardless of his occupation. It is established at the federal level in respect of the whole country, but increased minimum amounts may be established at the regional level.

Employment contract concluded on an exceptional basis for a fixed term (no longer than 5 years) in occasions specifically provided for by the Russian Labor Code, e.g. for the purposes of fulfilment of a certain task determined in the employment contract. 

An employee that stays in Russia on the basis of a work visa and work permit, receives an annual salary/ remuneration that is no less than RUB 2 million, or lower in certain cases, is employed under a Russian employment contract, and has particular experience or skills as determined by the employer. HQSs are eligible for the standard personal income tax rate of 13% on remuneration from their employment before becoming Russian tax residents. 

An order signed by the employer determining that an employee is hired, transferred to a new job, granted vacation, disciplined or dismissed etc. under the Russian Labour Code.

Type of working regime agreed upon in the employment contract under which the employer is permitted to occasionally engage employees to work beyond their regular working hours without their prior written consent, additional remuneration or special justification (cf. overtime work).

Document containing a record of an individual’s employment history and related information. 

Period of time of at least 70 days before and at least 70 days after an employee’s childbirth during which the employee is absent from work, subject to exceptions. The relevant monthly compensation is paid by the Russian Social Insurance Fund.

Days of the year when employees are generally absent from work (e.g. New Year holidays, Christmas, Day of the Defender of the Fatherland etc.), unless exceptions set forth in the Labour Code apply (e.g. in organisations with continuous operation).

Working time exceeding normal working hours, requested by the employer in extraordinary circumstances, subject to prior written consent of the employee. Overtime work shall not exceed four hours in two consecutive days and is limited to 120 hours per year. Employer shall pay for overtime work in addition to the basic salary/remuneration.

Permission obtained by the employer in order to be entitled to hire foreign nationals.

Period of time specified in the employment contract (not exceeding 3 months for regular employees and 6 months for certain managerial positions, such as General Director), in course of which the employer is entitled to dismiss the employee without paying out a severance package.

Monthly payment made to the employee every fortnight, which may not be set below the minimum wage established by Federal law (however higher rates may apply at a regional level). In addition, the employee may also receive statutory (e.g. for working in special climate conditions), or other benefits at employer’s discretion.

Monies payable to the employee in the event of termination of his or her employment.

Period of time when an employee is unable to work due to illness, or the need to take care of a sick relative. Employees are entitled to a full or partial reimbursement of their salary during the sick leave, which is performed by the employer, at the expense of the Russian Social Insurance Fund.

Permit obtained by a foreign national in order to be entitled to work in Russia.

Visa obtained by a foreign national in order to be entitled to work in Russia.

Regular working hours may not exceed 40 hours per week, however may have to be reduced depending on employee category (minors, working in hazardous or harmful conditions etc.) Overtime work is possible, but strictly regulated.

Classification of goods under the EACU Harmonised Commodity Description and Coding System by the declarant prior to filing a customs declaration, subject to verification by customs authorities.

Procedure during which goods entering or exiting the EACU are declared, verified, inspected, paid for, and released in or outside the EACU customs territory.

Declaration of information on imported/exported goods prepared on a prescribed form that contains information on the chosen customs procedure and other peculiarities necessary for the release of goods.

Compulsory payment collected by customs authorities upon import/export of goods alongside other customs payments, calculated based on either the customs value of goods, or their physical characteristics.

Import/export customs duties, VAT, excise duties, customs fees payable upon import/export of goods.

Set of rules establishing the requirements for import/export, post-customs use of imported/exported goods.

Legal entity entered into a special register that carries out customs clearance of goods of behalf of the declarant.

Value of imported/exported goods which serves as the base for the calculation of import/export customs duty.

Person declaring the goods or in whose name the goods are declared by the customs representative.

The territory of EACU members including exterritorial artificial islands, installations, constructions and other objects over which EACU members have exclusive jurisdiction.

Standardised system of names and numbers to classify goods in EACU based on the Harmonised System developed by the WTO and used in the EU used for customs classification.

Russia, Armenia, Kazakhstan, Kyrgyzstan and Belarus.

Trade bloc with a common customs policy and regulations comprised of EACU members with common customs borders and a common customs policy and regulations.

Customs procedure under which goods are exported from the EACU customs territory.

Non-economic methods of regulating import/export of goods (e.g. sanitary and phytosanitary, quality conditions, national security measures etc.).

Customs procedure under which goods are imported for use in the EACU customs territory permanently. 

Customs procedure under which goods (e.g. equipment for repair operations, exhibits) are temporary exported and used outside the EACU customs territory.

Customs procedure under which goods (e.g. equipment, exhibits)  are temporarily admitted into the EACU customs territory.

Contract under which the distributor undertakes to regularly purchase goods from the manufacturer (seller), and market, promote and resell them at its own expense, usually in a pre-defined territory.

Contract between two parties comprising main contractual terms with further details to be agreed in the future.

Set of general rules that a buyer and seller agree upon when concluding a sale and purchase agreement.

Set of three-letter standard trade terms (e.g. EXW, FCA etc.) commonly used in international sale of goods updated by the International Chamber of Commerce (the latest edition is as of 2010). Among other things, it allocates costs between the buyer and seller, and associated risks of damage or accidental loss of goods.

Offer made by the buyer to the seller to enter into a SPA, indicating types, quantities, and agreed prices for goods or services.

Contract between a buyer and a seller, under which the seller undertakes to transfer title for certain goods (with the given name and quantity) to the buyer, and the buyer is obliged to accept the goods and provide payments for them.

International treaty ratified by over 80 Contracting States (including Russia) that applies to sale and purchase agreements between parties whose places of business are in different Contracting States, or when the rules of private international law lead to the application of the law of a Contracting State. The application of CISG can be excluded by the parties.

Global international organisation which regulates international trade, with 162 members including Russia.

Rules on taxation of profits of controlled foreign companies imposing a duty on legal entities who are Russian tax residents to assess, report and pay taxes on undistributed profits of foreign legal entities and foreign unincorporated structures, where they own, directly or indirectly more than 25% of the charter capital; or more than 10% of the charter capital if Russian persons in total own more than 50%, or which they otherwise control, subject to certain exemptions and temporary rules. 

Tax payable by Russian and foreign legal entities carrying out activities in Russia through a permanent establishment or receiving income from Russian sources. The tax base is defined as total income received by a taxpayer minus related expenses and allowable deductions. The maximum corporate income tax rate is 20%.

Tax levied on both personal property and real estate. The tax base is the average annual residual value of taxable property or cadastral value of real estate. The tax rate is set at the regional level, but shall not exceed 2.2%.

Audit conducted at the tax authorities' own premises on the basis of tax returns filed by the taxpayer.

Agreement between two States aimed at eliminating double taxation of income or gains arising in one State and paid by residents of another State.

Indirect tax levied on mass-consumption products, such as tobacco, alcohol, petrol etc.

Audit generally conducted at the taxpayer's premises, initiated by decision of the head (or deputy head) of the tax office at which the taxpayer is registered.

Tax applicable to legal entities and individuals who have a right of ownership in land or a right of its permanent use. The tax base is the cadastral value of the land. The tax rate is set by local authorities, but shall not exceed 0.3% of the cadastral value (if the land is used for agricultural purposes, occupied by residential properties or utilities, or acquired for private farming) or 1.5% of the cadastral value of all other land.

Branch, representative office, division, bureau, office, agency or any other separate fixed place of activity, through which a foreign company regularly engages in business activities in Russia. The term is used exclusively for tax purposes and does not affect the entity’s legal status.

Tax payable by Russian tax resident and non-resident individuals. The general tax rate is 13% for residents and 30% for non-residents. Taxable income is defined as gross income minus allowable deductions and exemptions. Personal income tax payable from salary/remuneration is computed and withheld by the employer.

An individual who is physically present in Russia for at least 183 calendar days during 12 consecutive months.

Contributions payable in respect of individuals engaged under employment or civil-law contracts to the State Pension Fund, Social Insurance Fund and the Federal Medical Insurance Fund. The base for social insurance contributions is calculated based on the remuneration received by individuals in cash or in-kind under employment or civil-law contracts. They are payable in addition to the employees’ salary (and in total amount to approximately 30% of the employee’s salary).

Duty levied on an exhaustive list of services generally provided by state authorities, such as bringing a court action, incorporation of a legal entity, services of a notary public etc.

Rules that restrict deductibility of interest charged on foreign controlled debt. The rules inter alia apply to loans to a Russian legal entity from a foreign legal entity if the foreign entity owns, directly or indirectly, more than 20% of the Russian entity’s charter capital. The deductibility of interest is restricted to the extent that the controlled debt exceeds net assets by more than three times, or 12.5 times in the case of banks and leasing companies. 

Procedure of determining the price of goods and services in certain cross-border and domestic transactions between related parties (e.g. a party is considered related to another party if the former owns more than 25% in the charter capital of the latter) in accordance with the transfer pricing methods set forth in the Russian Tax Code.

Tax applicable to legal entities and individuals who are registered owners of transport vehicles. The tax base depends on the type of the vehicle and its engine capacity, and are set forth in the Tax Code. Regional authorities have the authority to increase or reduce these rates by a multiple of no more than 10 for certain types of motorised transport vehicles.

Tax applicable to legal entities (including rep offices and branches of foreign legal entities), sole traders and any person importing goods into Russia. VAT is also charged on the majority of sales of goods, work and services supplied in Russia. There are three main VAT rates: 0% (e.g. applies to the sale of goods exported outside Russia), 10% (e.g. applies to children's goods, medical and pharmaceutical products etc.) and 18% (applies to all other taxable sales of goods, works and services).

Tax withheld or deducted and payable by payer of income directly to the state, e.g. income received by a foreign legal entity and not attributed to a permanent establishment, employment income etc.

Individuals whose permanent place of residence is located outside Russia; foreign legal entities; enterprises/organisations that are not legal entities, organised and located outside Russia; and rep offices or branches of foreign legal entities in Russia.

Russian citizens and other individuals whose permanent place of residence is Russia, except for individuals who permanently live outside Russia for more than one year; Russian legal entities; rep offices or branches of Russian legal entities outside Russia; diplomatic and consulate and other missions representing Russia, the Russian government, constituent entities of the Russian Federation, and municipal units.

Transaction that is subject to Russian currency regulation rules (i.e. a certain transaction between a currency resident and a currency non-resident, provided that the its amount exceeds USD 50.000).

Currency resident’s obligation to collect all payments due under a foreign trade contract within a prescribed period. Non-compliance with the obligation may result in payment of an administrative fine.

form submitted to the client’s bank alongside with other documents in order to trigger the approval of a currency transaction.

Legal right granting the creator of an original work exclusive rights for its use and distribution, which are valid for the author’s lifetime plus 70 years after his decease, after which the product can be freely used by the general public.

Unique name identifying a website, which cannot contain registered trademarks, company names, or other methods of individualisation of goods and services.

Artistic and construction solution that determines the outer appearance of a product of industrial or handicraft origin by its images. Starting from 1 January 2015 an industrial design is protected for 5 years, extendable 4 times (25 years in total).

Technical solution in any field related to a product or a method/process, which is granted patent protection, provided it is novel, inventive (non-obvious from prior art) and industrially applicable. Generally the maximum duration of patent protection for an invention is 20 years from the application filing date, subject to payment of annuities.

An agreement between the licensor and the licensee under which the former grants to the latter the right to use intellectual property in Russia, subject to compulsory state registration.

Rights to products of performing music, contents of databases, radio programs, implementation of an architect design, etc.

Set of exclusive rights granted to an inventor or assignee for a limited period of time in exchange for detailed public disclosure of an invention, utility model or an industrial design.

Designation individualising goods or services of legal entities and sole traders, subject to state registration.

Technical solution pertaining to a device, which is granted patent protection if it is novel and industrially applicable. The term of a utility model’s patent protection is 10 years from the application filing date, subject to payment of annuities.

Agreements between business entities that may result in restriction of competition, such as cartels, vertical agreements and other anticompetitive agreements (e.g. including ‘tying provisions’, price discrimination, barrier to enter/exit market etc.)

Agreement between competitors resulting in price fixing, bid rigging and (or) market sharing.

An entity is presumed dominant if its market share exceeds 50%; an entity is deemed dominant if its market share is at least 35% but no more than 50%, provided its dominant position has been established by competition authorities; an entity is generally presumed non-dominant if its market share does not exceed 35%, save for a few exceptions.

Test that shall be met in order to trigger jurisdiction of Russian competition authorities, i.e. if the transaction applies to shares or control over a Russian legal entity; control over a foreign entity that supplied over 1 billion RUB worth of products/services to the Russian market, or assets located in Russia.

Compulsory prior approval by Russian competition authorities of a merger, acquisition, incorporation of a legal entity or a JV, or certain transactions, provided that certain thresholds and the local effects test are met.

Agreement between a seller and a buyer of goods (non-competitors), e.g. between manufacturers and dealers. Certain vertical agreements are considered unlawful.

Type of security, a promise by a bank to provide payment to the creditor from the debtor’s account under certain circumstances, e.g. in case of debtor’s default.

A contract between contractor and client as opposed to an employment contract between an employer and an employee. It is illegal to substitute employment contracts with civil-law contracts to escape from labour law regulations.

Civil-law contract between contractor and client under which the former undertakes to perform construction works for the latter for payment.

Documentation setting forth the price of construction works’ stages to be performed under a construction contract.

Actual loss and lost profits claimed for breach of contract.

Type of liquidated damages, a one-time payment made in the event of breach of contract (e.g. RUB 100 or 20% of the total contract price upon a breach).

Сontract under which the lessor provides his property for temporary use, and the lessee has to regularly pay for it.

Damages established by contract or statute that are payable to the aggrieved party in the event of breach of contract (e.g. late performance). 

Lease agreement concluded for a term exceeding 1 year and subject to compulsory state registration.

Type of liquidated damages established for late performance (e.g. 0.1% of the total contract price for every day of delay).

Type of security, that arises under a pledge agreement between the pledgee and the pledgor, under which the former is entitled to take possession/sell the pledged property in the event of default under the secured obligation.

Statement of fact made in order to induce another party to enter into, alter or terminate a contract. Provision of false information may entitle the other party to demand payment of damages, terminate the contract, or declare the contract void.

Mechanism aimed at motivating the debtor to duly perform its contractual obligations.

Civil-law contract between contractor and client under which the former undertakes to provide services to the latter for payment.

Type of security, where a legal entity or an individual undertakes to perform a third-party’s obligation if the latter is in default.

Documentation setting forth the scope, contents and other requirements of construction works to be performed under a construction contract.

Civil-law contract between contractor and client under which the former undertakes to perform works for the latter for payment.

International arbitration not administered by a specialised institution.

Written agreement referring a dispute to arbitration, thereby depriving state courts of their jurisdiction. Parties can refer to arbitration a wide range of issues, save for disputes arising from administrative relations (e.g., tax and customs) and disputes that fall within the exclusive jurisdiction of commercial (arbitrazh) courts (e.g., disputes arising from bankruptcy proceedings). 

Decision issued by a sole arbitrator or an arbitral tribunal in accordance with an arbitration agreement entered into by the parties.

Courts responsible for hearing a wide range of cases dealing with issues of commercial character, that have 4 levels: first instance court, court of appeal, cassation court, and court of supervisory appeal (Supreme Court). A ruling issued by the Supreme Court’s Presidium cannot be further appealed.

Form of financial liability for failure to execute a judicial decision. A party that won a court case may request that the court grant a relevant order obliging the losing party to pay monetary compensation for non-performance of the judicial decision.

Federal court generally responsible for deciding whether federal and some regional legal acts (including statutes) comply with the Constitution.

Specialised court dealing with intellectual property disputes, which is part of the system of commercial (arbitrazh) courts. It is a first instance court hearing disputes over the establishment and validity of IP rights and challenges to regulatory and non-regulatory acts in the IP field. 

Courts responsible for hearing civil, criminal and administrative cases, generally of non-commercial character, most often between citizens, that have 4 levels: first instance court, court of appeal, cassation court, and court of supervisory appeal (Supreme Court). A ruling issued by the Supreme Court’s Presidium cannot be further appealed.

International arbitration administered by a specialised institution (e.g. ICAC at the RF CCI.).

Form of alternative dispute resolution (ADR) of non-governmental character, where parties to a dispute of international nature refer it to arbitrator(s) generally elected by the parties and agree to be bound by an arbitration award. Parties submit disputes to arbitration voluntarily, based on an arbitration agreement. 

Procedure whereby Russian courts recognise and enforce both, domestic and foreign arbitration awards in accordance with the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958).

Highest court within the judicial hierarchy, which heads the systems of both, courts of general jurisdiction and commercial (arbitrazh) courts, but may not interfere with the Constitutional Court.

Leading arbitration tribunal in Russia and in East European countries which deals with resolving disputes of international nature.

Value of real estate generally determined based on methods of mass assessment (as opposed to individual assessment of property value), recorded in the State Real Estate Cadastre and used for tax and land law purposes.

Category of land plot allocated depending on its prescribed use (e.g. agricultural land, residential land, commercial land, land located beneath a protected object, forestry land, water-front land, reserve land).

Limited proprietary right to use a neighbouring land plot (e.g. right of way, the laying of pipes or transmission lines, the disposal of sewage etc.)

Right of owners of buildings and structures located on land plots owned by the state or by a municipality to acquire the underlying land plots either into ownership or lease.

Taking of land by state or municipality authorities with compensation to the owner for the land plot.  

Limited proprietary right in state or municipal-owned land granted to individuals.

Type of security, that arises under a mortgage agreement between the mortgagee and the mortgagor, under which the former is entitled to take possession/sell the mortgaged property (i.e. real estate) in the event of default under the secured obligation.

Certificate confirming right of ownership in real estate.

Movable property that is not classified as real estate.

Land and other immovable property (such as buildings, structures, as well as aircraft, space objects, sea and river vessels etc.)

Limited proprietary right enjoyed by a state- or municipal-owned enterprise over property owned by the state or municipality.

Right to possess, use and dispose of land plots. Right of ownership in land by foreigners is restricted.

Right to use a land plot granted to state and municipal institutions, federal treasury-owned enterprises, and state and local authorities. 

Area within the territory of Russia subject to special legal regulations, which generally involve tax, customs and other benefits, created in order to attract foreign direct investment and develop such areas of economy as technology innovation, tourism, production etc.

Public register with information on real estate objects, including land plots, buildings, structures, premises and other facilities that have undergone cadastral registration.

Compulsory registration of the right of ownership, other proprietary interests and encumbrances (e.g. mortgage, long-term lease agreement, easement etc.).

Public information resource, which contains data on the existing or ceased property rights for real estate, information on real estate objects, information on rightholders, encumbrances, arrests etc. in the Russian Federation.

A settlement agreement that may be concluded at any stage of insolvency proceedings between the debtor, insolvency creditors and authorised bodies subject to approval by by the commercial (arbitrazh) court.

Optional stage of insolvency proceedings aimed at restoring the debtor to financial health, which includes an appointment by court of an external administrator, whose primary aim is to conduct an inventory of assets and prepare a plan for restoring solvency. The debtor’s management is dismissed.

Optional stage of insolvency proceedings aimed at restoring the debtor to financial health  and satisfying the creditors’ claims in accordance with a debt repayment schedule, includes an appointment by court of an administrative manager, however the debtor’s management remains in place.

Criteria that shall be met in order for insolvency proceedings to be initiated against the debtor (overall indebtedness of at least RUB 300.000 for legal entities, or RUB 500,000 for individuals, and signs of insolvency (bankruptcy) are present).

Key figure in the insolvency proceedings approved by court, whose powers and legal status vary depending on the stage of insolvency proceedings.

Final stage of the insolvency proceedings during which a debtor is declared bankrupt and a liquidation manager is appointed, all of the debtor's assets are included in the pool of assets that comprise the insolvency estate, which is used to satisfy creditors’ claims.

Inability to meet creditors’ claims within three months from the moment when they were due.

(i) Supervision (nablyudenie),(ii) Financial rehabilitation (finansovoe ozdorovlenie),(iii) External administration (vneshnee upravlenie), (iv) Liquidation procedure (konkursnoe proizvodstvo), (v) Amicable arrangement (mirovoe soglashenie). 

First compulsory stage of insolvency proceedings aimed at valuing the debtor’s assets and compiling a list of creditors, which includes an appointment by court of interim manager, whose primary aim is to preserve the debtor's assets while conducting its financial audit. The debtor‘s management remains in place with limited authority.