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DOING BUSINESS IN RUSSIA 2019 Doing Business in Russia 2019 Baker & McKenzie - CIS, Limited Moscow Office White Gardens, 10th Floor 9 Lesnaya Street Moscow 125196, Russia Telephone: +7 495 787 27 00 Fax: +7 495 787 27 01 [email protected] St. Petersburg Office BolloevCenter, 2nd Floor 4A Grivtsova Lane St. Petersburg 190000, Russia Telephone: +7 812 303 90 00 Fax: +7 812 325 60 13 [email protected] www.bakermckenzie.com All of the information included in this document is for informational purposes only, and may not reflect the most current legal developments, judgments, or settlements. This information is not offered as legal or any other advice on any particular matter. The Firm and the contributing authors expressly disclaim all liability to any person in respect of anything, and in respect of the consequences of anything, done or not done wholly or partly in reliance upon the whole or any part of the contents of Baker McKenzie’s Doing Business in Russia brochure. No client or other reader should act or refrain from acting on the basis of any matter contained in this document without first seeking the appropriate legal or other professional advice on the particular facts and circumstances. Baker & McKenzie – CIS, Limited is a member of Baker & McKenzie International, a Swiss Verein with member law firms around the world. In accordance with the common terminology used in professional service organizations, reference to a “partner” means a person who is a partner, or equivalent, in such a law firm. Similarly, reference to an “office” means an office of any such law firm. Doing Business in Russia Table of Contents 1. Russia – An Overview .........................................................................................1 1.1 Geography ............................................................................................ 1 1.2 Population ............................................................................................. 1 1.3 Political System ................................................................................... 1 1.4 International Relations .....................................................................4 1.5 Economy ................................................................................................ 5 2. The Russian Judicial System ............................................................................ 7 2.1 What are basic distinctions between jurisdiction of courts in the Russian judicial system? ....................................... 7 2.2 What is the procedure for resolving disputes in courts of general jurisdiction? ................................................................... 8 2.3 What is the procedure for resolving disputes in arbitrazh (state commercial) courts?........................................ 10 2.4 What are the procedural rules for administrative judicial proceedings? ..................................................................... 20 2.5 What is international arbitration? ............................................ 24 2.6 What is the regulation of enforcement of judgments and arbitral awards in Russia? ................................................... 28 2.7 What are the main rules for alternative dispute resolution and mediation in Russia? ........................................ 29 2.8 What changes to the Russian judicial system are anticipated in the near future? .................................................. 29 3. Promoting Foreign Investment in Russia ................................................. 33 3.1 What is the legal framework for foreign investment? ...... 33 3.2 What is the legal definition of a foreign investor? ............ 34 3.3 Does Russian law provide for a tax stabilization clause? ................................................................................................. 34 Baker McKenzie i 3.4 What are the main incentives to attract foreign investment in Russia? ..................................................................... 35 3.5 What are the restrictions and limitations on foreign investment in Russia? .................................................................... 38 3.6 What restrictions are connected with foreign investments in strategic companies? ...................................... 39 3.7 What are the government bodies competent to review applications for transaction approval and receive post-transaction notifications?.................................. 40 3.8 How is a strategic company distinguished? ......................... 40 3.9 Which transactions (actions) are subject to preliminary approval? ................................................................... 42 3.10 Who is responsible for securing preliminary transaction approval? .................................................................... 44 3.11 How does one obtain a preliminary transaction approval? ............................................................................................ 44 3.12 How long does an application review take? ........................ 45 3.13 How much discretion do the authorities have when deciding on an application review? ......................................... 45 3.14 If preliminary transaction approval is not granted, can such decision be challenged? ..................................................... 46 3.15 When is post-transaction notification required? ................ 46 3.16 What are the exemptions from the Strategic Companies Law? .............................................................................. 46 3.17 What are the consequences of violating the Strategic Companies Law? ...............................................................................47 3.18 Are there special rules for investments made by foreign states, international organizations and investors not providing information? ..................................... 48 4. Establishing a Legal Presence ....................................................................... 51 4.1 What are the most common forms of legal presence in Russia? ............................................................................................. 51 ii Baker McKenzie Doing Business in Russia 4.2 Representative office or branch of a foreign legal entity .................................................................................................... 51 4.3 Forming a Russian Legal Entity .................................................. 53 5. Issuance and Regulation of Securities ...................................................... 70 5.1 What are the primary sources of legislation covering issuance and regulation of securities in Russia? ................. 70 5.2 What types of securities exist in Russia? ............................... 70 5.3 What are the information disclosure requirements in case of issuance of securities in Russia? ................................. 71 5.4 What are the requirements for placement and circulation of foreign securities in Russia? ............................. 72 5.5 What types of securities can be used for raising equity capital? ................................................................................... 73 5.6 What legislation governs the issuance of domestic bonds? .................................................................................................. 73 5.7 How are promissory notes and bills of exchange regulated in Russia? ........................................................................74 5.8 How are exchange bonds and commercial bonds different from usual domestic Russian bonds? ....................74 5.9 What powers does the general meeting of bondholders have? .......................................................................... 75 5.10 What are the functions of the bondholder representative? .................................................................................76 5.11 How can mortgage loans be securitized in Russia? ........... 78 5.12 What are the requirements for cover pool of mortgage-backed securities? ......................................................79 5.13 How is cover pool of mortgage-backed bonds distributed in case of the issuer’s bankruptcy? .................. 80 5.14 Is securitization of assets other than mortgage loans possible in Russia? .......................................................................... 80 Baker McKenzie iii 5.15 Who can issue Russian Depositary Receipts (RDRs) and what obligations does the foreign issuer assume to their holders? .............................................................................. 82 5.16 What types of collective investment schemes are recognized in Russia? .................................................................... 82 5.17 What professional participants are there on the Russian securities market? .......................................................... 84 5.18 What are the licensed intermediaries on the Russian securities market? ........................................................................... 84 5.19 Regulation of investment counsel services in Russia ........ 85 5.20 Who records transfer of rights to securities in Russia? .... 85 5.21 What are the functions of the Central Depositary in Russia? ................................................................................................. 86 5.22 What legislation governs the activities of organizers of trade, stock exchanges and clearing organizations in Russia? ............................................................................................ 88
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