Glossary / Search Term:
Annual general meeting
Annual meeting of shareholders that makes essential decisions regarding the legal entity’s activities, such as the election of General Director.
Acquisition
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).
Ad hoc arbitration
International arbitration not administered by a specialised institution.
Temporary import
Customs procedure under which goods (e.g. equipment, exhibits) are temporarily admitted into the EACU customs territory.
Amicable arrangement (composition)
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.
Annual paid vacation
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.).
Anticompetitive agreements
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.)
Arbitration agreement
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).
Arbitration award
Decision issued by a sole arbitrator or an arbitral tribunal in accordance with an arbitration agreement entered into by the parties.
Arbitrazh courts
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.
Astreinte
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.
Auditor (audit committee)
Body that performs revisory functions in a legal entity; it is an optional body in LLCs and JSCs with less than 50 shareholders.
Bank guarantee
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.
Board of Directors
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.
Branch
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.
Break-up (Demerger)
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.
General Director
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.
Controlled Foreign Companies Rules
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.
Vienna Convention on Contracts for the International Sale of Goods
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.
Cadastral value
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.
Cartel
Agreement between competitors resulting in price fixing, bid rigging and (or) market sharing.
Charter
Consolidated constitution of a legal entity that includes information on the company name, charter capital etc.
Charter capital
Total value of all shares owned by shareholders of a legal entity, which is specified in its charter.
Civil-law contract
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.
Collegial executive body
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,
Company name
Method of individualising a legal entity that is to be specified in its constitutional documents.
Constitutional Court
Federal court generally responsible for deciding whether federal and some regional legal acts (including statutes) comply with the Constitution.
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.
Construction contract
Civil-law contract between contractor and client under which the former undertakes to perform construction works for the latter for payment.
Copyright
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.
Corporate income tax
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%.
Corporate property tax
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%.
Cost estimate
Documentation setting forth the price of construction works’ stages to be performed under a construction contract.
Court of Intellectual Property Rights
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 of general jurisdiction
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.
Currency non-residents
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.
Currency residents
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.
Currency transaction (valyutnaya operaciya)
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).
Customs classification
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.
Customs clearance
Procedure during which goods entering or exiting the EACU are declared, verified, inspected, paid for, and released in or outside the EACU customs territory.
Customs declaration
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.
Customs duty
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.
Customs payments
Import/export customs duties, VAT, excise duties, customs fees payable upon import/export of goods.
Customs procedure
Set of rules establishing the requirements for import/export, post-customs use of imported/exported goods.
Customs representative
Legal entity entered into a special register that carries out customs clearance of goods of behalf of the declarant.
Customs value
Value of imported/exported goods which serves as the base for the calculation of import/export customs duty.
Damages
Actual loss and lost profits claimed for breach of contract.
Declarant
Person declaring the goods or in whose name the goods are declared by the customs representative.
Designated purpose of the land plot
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).
Desk tax audit
Audit conducted at the tax authorities' own premises on the basis of tax returns filed by the taxpayer.
Dismissal
Unilateral termination of employment contract by the employer due to employee’s fault or based on economic grounds.
Distance work employment contract
Employment contract for the performance of work by the employee outside employer’s premises.
Distribution agreement
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.
Dividend
Profits issued to the holders of shares in a LLC or JSC.
Domain name
Unique name identifying a website, which cannot contain registered trademarks, company names, or other methods of individualisation of goods and services.
Dominant entity
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.
Double Taxation Treaty (DTT)
Agreement between two States aimed at eliminating double taxation of income or gains arising in one State and paid by residents of another State.
Eurasian Customs Union
Trade bloc with a common customs policy and regulations comprised of EACU members with common customs borders and a common customs policy and regulations.
EACU Harmonised Commodity Description and Coding System (Tariff nomenclature)
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.
EACU customs territory
The territory of EACU members including exterritorial artificial islands, installations, constructions and other objects over which EACU members have exclusive jurisdiction.
EACU members
Russia, Armenia, Kazakhstan, Kyrgyzstan and Belarus.
Unified State Register of Real Estate Rights and Transactions
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.
Unified State Register of Legal Entities
Public register with information on the legal entity’s founders, General Director, charter capital, etc.
Easement
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.)
Employment contract
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).
Excise duty
Indirect tax levied on mass-consumption products, such as tobacco, alcohol, petrol etc.
Exclusive right to acquire a land plot into ownership or lease
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.
Export
Customs procedure under which goods are exported from the EACU customs territory.
Expropriation of land plots
Taking of land by state or municipality authorities with compensation to the owner for the land plot.
External administration (bankruptcy administration)
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.
Federal Minimum Monthly Wage
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.
Field tax audit
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.
Financial rehabilitation (financial sanation)
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.
Fine
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).
Fixed-term employment contract
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.
Framework Agreement
Contract between two parties comprising main contractual terms with further details to be agreed in the future.
General Business Conditions (Terms and Conditions)
Set of general rules that a buyer and seller agree upon when concluding a sale and purchase agreement.
General shareholder meeting
Meeting of shareholders that makes decisions regarding the legal entity’s activities.
Highly-qualified specialist
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.
Head Office
A legal entity that opens a solitary subdivision, such as a Rep Office or Branch.
The International Commercial Arbitration Court at the Russian Federation Chamber of Commerce and Industry
Leading arbitration tribunal in Russia and in East European countries which deals with resolving disputes of international nature.
Release for domestic consumption
Customs procedure under which goods are imported for use in the EACU customs territory permanently.
Incorporation procedure
Procedure for forming a new legal entity and its registration with the EGRYUL.
International Commercial Terms
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.
Industrial design
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).
Insolvency (bankruptcy) criteria
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).
Insolvency officer (trustee in bankruptcy)
Key figure in the insolvency proceedings approved by court, whose powers and legal status vary depending on the stage of insolvency proceedings.
Institutional Arbitration
International arbitration administered by a specialised institution (e.g. ICAC at the RF CCI.).
Interested-party transaction
Transaction involving an affiliate of a legal entity and generally requiring an approval by the general shareholder meeting.
Internal order
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.
International Arbitration
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.
Invention
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.
Irregular working hours (open-end working day)
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).
Joint-stock company
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.
Joint venture
Legal entity operated by two or more partners, generally one or more being Russian residents and at least one foreign.
Limited liability company
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.
Labour book
Document containing a record of an individual’s employment history and related information.
Land tax
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.
Lease agreement
Сontract under which the lessor provides his property for temporary use, and the lessee has to regularly pay for it.
License agreement
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.
Lifetime right of ownership with hereditary succession
Limited proprietary right in state or municipal-owned land granted to individuals.
Liquidated damages
Damages established by contract or statute that are payable to the aggrieved party in the event of breach of contract (e.g. late performance).
Liquidation
Termination of a legal entity’s registration, resulting in loss of its legal capacity.
Liquidation procedure (bankruptcy 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.
Local effects test
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.
Long-term lease agreement
Lease agreement concluded for a term exceeding 1 year and subject to compulsory state registration.
Major transaction
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.
Maternity leave
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.
Measures of non-tariff regulation
Non-economic methods of regulating import/export of goods (e.g. sanitary and phytosanitary, quality conditions, national security measures etc.).
Merger
Reorganisation procedure whereby two legal entities consolidate into one (former legal entities terminate, and a new one is created based on joint assets).
Merger control
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.
Mortgage
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.
National public holidays
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).
Neighbouring rights
Rights to products of performing music, contents of databases, radio programs, implementation of an architect design, etc.
Overtime work
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.
Ownership certificate
Certificate confirming right of ownership in real estate.
Patent
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.
Penalty
Type of liquidated damages established for late performance (e.g. 0.1% of the total contract price for every day of delay).
Permanent establishment
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.
Permission to hire foreign nationals
Permission obtained by the employer in order to be entitled to hire foreign nationals.
Personal income tax
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.
Personal property
Movable property that is not classified as real estate.
Pledge
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.
Probationary period
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.
Purchase Order
Offer made by the buyer to the seller to enter into a SPA, indicating types, quantities, and agreed prices for goods or services.
Real estate
Land and other immovable property (such as buildings, structures, as well as aircraft, space objects, sea and river vessels etc.)
Recognition and enforcement
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).
Reorganisation
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).
Representative Office
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.
Repatriation of the foreign currency proceeds
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.
Representation
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.
Right of economic management
Limited proprietary right enjoyed by a state- or municipal-owned enterprise over property owned by the state or municipality.
Right of ownership
Right to possess, use and dispose of land plots. Right of ownership in land by foreigners is restricted.
Right of perpetual (indefinite) use
Right to use a land plot granted to state and municipal institutions, federal treasury-owned enterprises, and state and local authorities.
Russian tax resident (individual)
An individual who is physically present in Russia for at least 183 calendar days during 12 consecutive months.
Special Economic Zone
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.
Sale and Purchase Agreement
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.
Salary/remuneration
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.
Security
Mechanism aimed at motivating the debtor to duly perform its contractual obligations.
Service contract
Civil-law contract between contractor and client under which the former undertakes to provide services to the latter for payment.
Severance package
Monies payable to the employee in the event of termination of his or her employment.
Share
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.
Shareholder
An owner of a legal entity and one who holds shares in a legal entity, and generally enjoys voting rights.
Shareholder agreement
Agreement between all or some shareholders of a legal entity regulating issues of its managing, dispute resolution, sale of shares etc.
Sick leave
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.
Signs of insolvency (bankruptcy)
Inability to meet creditors’ claims within three months from the moment when they were due.
Social insurance contributions
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).
Sole trader
Individual who conducts business activities without creating a legal entity and is registered in EGRYUL.
Spin-off
Reorganisation procedure whereby a section of a legal entity is split off as a separate business.
Stages of insolvency (bankruptcy) proceedings
(i) Supervision (nablyudenie),(ii) Financial rehabilitation (finansovoe ozdorovlenie),(iii) External administration (vneshnee upravlenie), (iv) Liquidation procedure (konkursnoe proizvodstvo), (v) Amicable arrangement (mirovoe soglashenie).
State Real Estate Cadastre
Public register with information on real estate objects, including land plots, buildings, structures, premises and other facilities that have undergone cadastral registration.
State duty
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.
State registration of real estate
Compulsory registration of the right of ownership, other proprietary interests and encumbrances (e.g. mortgage, long-term lease agreement, easement etc.).
Supervision (nablyudenie)
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.
Supreme Court
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.
Suretyship
Type of security, where a legal entity or an individual undertakes to perform a third-party’s obligation if the latter is in default.
Technical documentation
Documentation setting forth the scope, contents and other requirements of construction works to be performed under a construction contract.
Temporary export
Customs procedure under which goods (e.g. equipment for repair operations, exhibits) are temporary exported and used outside the EACU customs territory.
Thin capitalisation rules
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.
Trade name
Method of individualising a legal entity that is not specified in its constitutional documents. Trade names are not obligatory for legal entities.
Trademark
Designation individualising goods or services of legal entities and sole traders, subject to state registration.
Transaction passport (passport sdelki)
form submitted to the client’s bank alongside with other documents in order to trigger the approval of a currency transaction.
Transfer pricing
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.
Transformation (Identity change)
Reorganisation procedure whereby the legal entity remains structurally intact, but its type changes (e.g. from LLC to JSC).
Transport tax
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.
Utility model
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.
Value added tax
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).
Vertical agreement
Agreement between a seller and a buyer of goods (non-competitors), e.g. between manufacturers and dealers. Certain vertical agreements are considered unlawful.
Voting rights
The rights enjoyed by shareholders to vote their shares.
World Trade Organisation
Global international organisation which regulates international trade, with 162 members including Russia.
Withholding tax
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.
Work contract
Civil-law contract between contractor and client under which the former undertakes to perform works for the latter for payment.
Work permit
Permit obtained by a foreign national in order to be entitled to work in Russia.
Work visa
Visa obtained by a foreign national in order to be entitled to work in Russia.
Working hours
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.
Annual general meeting
Annual meeting of shareholders that makes essential decisions regarding the legal entity’s activities, such as the election of General Director.
Acquisition
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).
Ad hoc arbitration
International arbitration not administered by a specialised institution.
Temporary import
Customs procedure under which goods (e.g. equipment, exhibits) are temporarily admitted into the EACU customs territory.
Amicable arrangement (composition)
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.
Annual paid vacation
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.).
Anticompetitive agreements
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.)
Arbitration agreement
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).
Arbitration award
Decision issued by a sole arbitrator or an arbitral tribunal in accordance with an arbitration agreement entered into by the parties.
Arbitrazh courts
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.
Astreinte
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.
Auditor (audit committee)
Body that performs revisory functions in a legal entity; it is an optional body in LLCs and JSCs with less than 50 shareholders.
Bank guarantee
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.
Board of Directors
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.
Branch
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.
Break-up (Demerger)
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.
General Director
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.
Controlled Foreign Companies Rules
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.
Vienna Convention on Contracts for the International Sale of Goods
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.
Cadastral value
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.
Cartel
Agreement between competitors resulting in price fixing, bid rigging and (or) market sharing.
Charter
Consolidated constitution of a legal entity that includes information on the company name, charter capital etc.
Charter capital
Total value of all shares owned by shareholders of a legal entity, which is specified in its charter.
Civil-law contract
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.
Collegial executive body
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,
Company name
Method of individualising a legal entity that is to be specified in its constitutional documents.
Constitutional Court
Federal court generally responsible for deciding whether federal and some regional legal acts (including statutes) comply with the Constitution.
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.
Construction contract
Civil-law contract between contractor and client under which the former undertakes to perform construction works for the latter for payment.
Copyright
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.
Corporate income tax
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%.
Corporate property tax
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%.
Cost estimate
Documentation setting forth the price of construction works’ stages to be performed under a construction contract.
Court of Intellectual Property Rights
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 of general jurisdiction
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.
Currency non-residents
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.
Currency residents
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.
Currency transaction (valyutnaya operaciya)
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).
Customs classification
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.
Customs clearance
Procedure during which goods entering or exiting the EACU are declared, verified, inspected, paid for, and released in or outside the EACU customs territory.
Customs declaration
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.
Customs duty
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.
Customs payments
Import/export customs duties, VAT, excise duties, customs fees payable upon import/export of goods.
Customs procedure
Set of rules establishing the requirements for import/export, post-customs use of imported/exported goods.
Customs representative
Legal entity entered into a special register that carries out customs clearance of goods of behalf of the declarant.
Customs value
Value of imported/exported goods which serves as the base for the calculation of import/export customs duty.
Damages
Actual loss and lost profits claimed for breach of contract.
Declarant
Person declaring the goods or in whose name the goods are declared by the customs representative.
Designated purpose of the land plot
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).
Desk tax audit
Audit conducted at the tax authorities' own premises on the basis of tax returns filed by the taxpayer.
Dismissal
Unilateral termination of employment contract by the employer due to employee’s fault or based on economic grounds.
Distance work employment contract
Employment contract for the performance of work by the employee outside employer’s premises.
Distribution agreement
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.
Dividend
Profits issued to the holders of shares in a LLC or JSC.
Domain name
Unique name identifying a website, which cannot contain registered trademarks, company names, or other methods of individualisation of goods and services.
Dominant entity
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.
Double Taxation Treaty (DTT)
Agreement between two States aimed at eliminating double taxation of income or gains arising in one State and paid by residents of another State.
Eurasian Customs Union
Trade bloc with a common customs policy and regulations comprised of EACU members with common customs borders and a common customs policy and regulations.
EACU Harmonised Commodity Description and Coding System (Tariff nomenclature)
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.
EACU customs territory
The territory of EACU members including exterritorial artificial islands, installations, constructions and other objects over which EACU members have exclusive jurisdiction.
EACU members
Russia, Armenia, Kazakhstan, Kyrgyzstan and Belarus.
Unified State Register of Real Estate Rights and Transactions
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.
Unified State Register of Legal Entities
Public register with information on the legal entity’s founders, General Director, charter capital, etc.
Easement
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.)
Employment contract
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).
Excise duty
Indirect tax levied on mass-consumption products, such as tobacco, alcohol, petrol etc.
Exclusive right to acquire a land plot into ownership or lease
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.
Export
Customs procedure under which goods are exported from the EACU customs territory.
Expropriation of land plots
Taking of land by state or municipality authorities with compensation to the owner for the land plot.
External administration (bankruptcy administration)
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.
Federal Minimum Monthly Wage
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.
Field tax audit
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.
Financial rehabilitation (financial sanation)
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.
Fine
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).
Fixed-term employment contract
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.
Framework Agreement
Contract between two parties comprising main contractual terms with further details to be agreed in the future.
General Business Conditions (Terms and Conditions)
Set of general rules that a buyer and seller agree upon when concluding a sale and purchase agreement.
General shareholder meeting
Meeting of shareholders that makes decisions regarding the legal entity’s activities.
Highly-qualified specialist
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.
Head Office
A legal entity that opens a solitary subdivision, such as a Rep Office or Branch.
The International Commercial Arbitration Court at the Russian Federation Chamber of Commerce and Industry
Leading arbitration tribunal in Russia and in East European countries which deals with resolving disputes of international nature.
Release for domestic consumption
Customs procedure under which goods are imported for use in the EACU customs territory permanently.
Incorporation procedure
Procedure for forming a new legal entity and its registration with the EGRYUL.
International Commercial Terms
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.
Industrial design
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).
Insolvency (bankruptcy) criteria
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).
Insolvency officer (trustee in bankruptcy)
Key figure in the insolvency proceedings approved by court, whose powers and legal status vary depending on the stage of insolvency proceedings.
Institutional Arbitration
International arbitration administered by a specialised institution (e.g. ICAC at the RF CCI.).
Interested-party transaction
Transaction involving an affiliate of a legal entity and generally requiring an approval by the general shareholder meeting.
Internal order
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.
International Arbitration
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.
Invention
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.
Irregular working hours (open-end working day)
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).
Joint-stock company
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.
Joint venture
Legal entity operated by two or more partners, generally one or more being Russian residents and at least one foreign.
Limited liability company
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.
Labour book
Document containing a record of an individual’s employment history and related information.
Land tax
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.
Lease agreement
Сontract under which the lessor provides his property for temporary use, and the lessee has to regularly pay for it.
License agreement
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.
Lifetime right of ownership with hereditary succession
Limited proprietary right in state or municipal-owned land granted to individuals.
Liquidated damages
Damages established by contract or statute that are payable to the aggrieved party in the event of breach of contract (e.g. late performance).
Liquidation
Termination of a legal entity’s registration, resulting in loss of its legal capacity.
Liquidation procedure (bankruptcy 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.
Local effects test
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.
Long-term lease agreement
Lease agreement concluded for a term exceeding 1 year and subject to compulsory state registration.
Major transaction
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.
Maternity leave
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.
Measures of non-tariff regulation
Non-economic methods of regulating import/export of goods (e.g. sanitary and phytosanitary, quality conditions, national security measures etc.).
Merger
Reorganisation procedure whereby two legal entities consolidate into one (former legal entities terminate, and a new one is created based on joint assets).
Merger control
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.
Mortgage
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.
National public holidays
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).
Neighbouring rights
Rights to products of performing music, contents of databases, radio programs, implementation of an architect design, etc.
Overtime work
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.
Ownership certificate
Certificate confirming right of ownership in real estate.
Patent
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.
Penalty
Type of liquidated damages established for late performance (e.g. 0.1% of the total contract price for every day of delay).
Permanent establishment
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.
Permission to hire foreign nationals
Permission obtained by the employer in order to be entitled to hire foreign nationals.
Personal income tax
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.
Personal property
Movable property that is not classified as real estate.
Pledge
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.
Probationary period
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.
Purchase Order
Offer made by the buyer to the seller to enter into a SPA, indicating types, quantities, and agreed prices for goods or services.
Real estate
Land and other immovable property (such as buildings, structures, as well as aircraft, space objects, sea and river vessels etc.)
Recognition and enforcement
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).
Reorganisation
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).
Representative Office
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.
Repatriation of the foreign currency proceeds
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.
Representation
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.
Right of economic management
Limited proprietary right enjoyed by a state- or municipal-owned enterprise over property owned by the state or municipality.
Right of ownership
Right to possess, use and dispose of land plots. Right of ownership in land by foreigners is restricted.
Right of perpetual (indefinite) use
Right to use a land plot granted to state and municipal institutions, federal treasury-owned enterprises, and state and local authorities.
Russian tax resident (individual)
An individual who is physically present in Russia for at least 183 calendar days during 12 consecutive months.
Special Economic Zone
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.
Sale and Purchase Agreement
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.
Salary/remuneration
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.
Security
Mechanism aimed at motivating the debtor to duly perform its contractual obligations.
Service contract
Civil-law contract between contractor and client under which the former undertakes to provide services to the latter for payment.
Severance package
Monies payable to the employee in the event of termination of his or her employment.
Share
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.
Shareholder
An owner of a legal entity and one who holds shares in a legal entity, and generally enjoys voting rights.
Shareholder agreement
Agreement between all or some shareholders of a legal entity regulating issues of its managing, dispute resolution, sale of shares etc.
Sick leave
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.
Signs of insolvency (bankruptcy)
Inability to meet creditors’ claims within three months from the moment when they were due.
Social insurance contributions
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).
Sole trader
Individual who conducts business activities without creating a legal entity and is registered in EGRYUL.
Spin-off
Reorganisation procedure whereby a section of a legal entity is split off as a separate business.
Stages of insolvency (bankruptcy) proceedings
(i) Supervision (nablyudenie),(ii) Financial rehabilitation (finansovoe ozdorovlenie),(iii) External administration (vneshnee upravlenie), (iv) Liquidation procedure (konkursnoe proizvodstvo), (v) Amicable arrangement (mirovoe soglashenie).
State Real Estate Cadastre
Public register with information on real estate objects, including land plots, buildings, structures, premises and other facilities that have undergone cadastral registration.
State duty
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.
State registration of real estate
Compulsory registration of the right of ownership, other proprietary interests and encumbrances (e.g. mortgage, long-term lease agreement, easement etc.).
Supervision (nablyudenie)
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.
Supreme Court
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.
Suretyship
Type of security, where a legal entity or an individual undertakes to perform a third-party’s obligation if the latter is in default.
Technical documentation
Documentation setting forth the scope, contents and other requirements of construction works to be performed under a construction contract.
Temporary export
Customs procedure under which goods (e.g. equipment for repair operations, exhibits) are temporary exported and used outside the EACU customs territory.
Thin capitalisation rules
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.
Trade name
Method of individualising a legal entity that is not specified in its constitutional documents. Trade names are not obligatory for legal entities.
Trademark
Designation individualising goods or services of legal entities and sole traders, subject to state registration.
Transaction passport (passport sdelki)
form submitted to the client’s bank alongside with other documents in order to trigger the approval of a currency transaction.
Transfer pricing
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.
Transformation (Identity change)
Reorganisation procedure whereby the legal entity remains structurally intact, but its type changes (e.g. from LLC to JSC).
Transport tax
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.
Utility model
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.
Value added tax
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).
Vertical agreement
Agreement between a seller and a buyer of goods (non-competitors), e.g. between manufacturers and dealers. Certain vertical agreements are considered unlawful.
Voting rights
The rights enjoyed by shareholders to vote their shares.
World Trade Organisation
Global international organisation which regulates international trade, with 162 members including Russia.
Withholding tax
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.
Work contract
Civil-law contract between contractor and client under which the former undertakes to perform works for the latter for payment.
Work permit
Permit obtained by a foreign national in order to be entitled to work in Russia.
Work visa
Visa obtained by a foreign national in order to be entitled to work in Russia.
Working hours
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.