Doing business in Russia EY Sadovnicheskaya nab., 77, bld. 1 115035, Moscow, Russia Paveletskaya Pl., 2, bld. 2 115054, Moscow, Russia Tel: +7 (495) 755 9700 Fax: +7 (495) 755 9701 2 Doing business in Russia Introduction This guide has been prepared by EY Russia to give the potential investor an insight into Russia and its economy and tax system, provide an overview of forms of business and accounting rules and answer questions that frequently arise for foreign businesses. Russia is a fast-developing country and is committed to improving the investment climate and developing a better legal environment for doing business. On the one hand, this makes doing business in Russia an attractive prospect; on the other, it can make for difficult decisions both when starting a business and further down the line. EY provides assurance, tax, legal, strategy, transactions and consulting services in 150 countries and employs over 300,000 professionals across the globe1, including more than 3,500 employees in 9 offices in Russia. EY possesses extensive, in-depth knowledge of Russian realities and is always ready to come to the assistance of first-time and experienced investors alike. This guide contains information current as at March 2021 (except where a later date is specified). You can find more information about doing business in Russia as well as up-to-date information on developments in its legal and tax environment on our website: www.ey.com/ru. 1 Who we are – Builders of a better working world | EY — Global Doing business in Russia 1 2 Doing business in Russia Contents 01 Welcome to Russia Trade law 42 The Eurasian Economic Union 42 02 General Business Information Licensing 43 Time 11 Permits for certain activities 43 Public holidays 11 Licences for subsurface access 44 The Russian legal system 12 Environmental permits 45 Overview 12 Recycling requirements 45 The court system 12 Data protection and privacy 46 Registration, certification and disclosure 14 Regulation of the digital sphere 47 Registration of rights in real estate 14 Investment platforms (crowdfunding) 47 Corporate law 15 Financial platforms (marketplaces) 48 LLCs vs JSCs 15 Digital financial assets (tokens) Contract law 21 and related information systems 48 The financial system 24 Cryptocurrency 49 Banking system 24 Sanctions and restrictive measures 50 FATCA implementing legislation 30 Automatic exchange of tax information (CRS) 30 03 Tax System Tax rates 53 Basic principles of Russian securities regulation 31 Penalties for late payment and tax filing violations 56 Currency control 34 Corporate Profits Tax 57 General principles 34 Taxpayers 57 Currency control restrictions for Russian residents 35 Tax year 57 Liability for violation of currency law 36 Russian legal entities 57 Competition law 37 Rates 57 Merger control 37 Tax base 57 Abuse of dominance 38 Taxable income 57 Anti-competitive agreements, concerted Exempt income 58 actions and illegal coordination 39 Tax-deductible expenses 58 Unfair competition 41 Unjustified tax benefit 58 State aid 41 Doing business in Russia 3 Interest 58 Calculation of VAT 83 Depreciation 59 Recovery of VAT by taxpayers 83 Investment tax credit 61 Tax reporting and payment 84 Expenses subject to special rules 62 Imported goods 84 Loss carry-forward 62 Withholding of VAT on purchases from Dividend income 63 foreign legal entities 85 Capital gains and losses 63 VAT on e-services 85 Tax reporting and payment 65 VAT and the EAEU 86 Tax accounting 66 07 Corporate Property Tax Foreign companies operating through a branch Taxpayers 89 or representative office (FLEs) 66 Tax base 89 Tax compliance requirements 67 Tax rate 89 PE risk for profits of an FLE attributable to its Russian business 69 Tax reliefs 91 Tax reporting 91 04 Real Estate Transaction Costs and Taxes 08 Other Taxes Sale of real estate via an asset deal 71 Excise duty 93 Sale of real estate via a share deal 71 Transport tax 93 Mineral extraction tax 93 05 Tax Control Additional income tax on hydrocarbon production 94 Tax audits 73 Other taxes and duties 94 Administration of major taxpayers 75 Digital tax control 76 09 International Taxation Tax Monitoring 77 Matters Taxation of Russian-source income of FLEs Hot trends 79 without a PE in Russia 97 06 Value Added Tax (VAT) Treaty relief 98 Taxpayers 81 Foreign tax relief 99 MLI 99 Registration 81 Taxable operations 81 10 “Deoffshorization” Place of supply of goods and services 81 Measures Rates 81 CFC rules 101 Non-taxable supplies 82 The concept of Russian tax residence Time of supply 83 for foreign companies 102 4 Doing business in Russia The beneficial ownership concept 103 Regional investment projects (RIPs) 127 Special administrative districts 104 Investment protection and promotion agreement (IPPA) 128 11 Tax Treatment of Company Reorganizations 15 Offshore Oil and Gas Developments 12 Customs Overview 109 16 Financial Reporting Eurasian Economic Union of Russia, Belarus, and Auditing Kazakhstan, Armenia and Kirgizia 109 Sources of accounting principles 135 Import duties 109 Applicability of IFRS for consolidated financial statements of public companies in Russia 136 Export duties 109 Significant accounting concepts for investors 138 Customs value 109 Disclosure, reporting and filing requirements 140 Customs coding 110 Customs procedures 102 17 Individuals CIS free trade regime 111 Personal income tax 143 Free trade with other countries 112 General 143 Tariff preferences for goods originating from Who is liable? 143 developing and/or least developed countries 112 Definition fo resident 143 Import permissions 112 Object of taxation 143 13 Transfer Pricing Tax rates 144 Overview 117 Tax collection procedure 145 Scope of TP control 107 Capital gains and losses 146 TP methods 118 Tax deductions 146 Documentation requirements 118 Exemptions 147 TP audits 121 Immigration 148 Penalties 121 Highly Qualified Specialists (HQS) 148 Penalty relief 121 Submission of forecasts of foreign labour Advance pricing agreements 121 needs (quota applications) 148 Mutual Agreement Procedure 122 Work permits 148 Work visas 149 14 Investment Promotion Notifications 149 Measures Registration and deregistration 149 Special economic zones (SEZs) 125 Sanctions for non-compliance with Special investment contracts (SPICs) 125 immigration legislation 149 Doing business in Russia 5 Mandatory notification of second citizenship 150 Liability 150 Social security 151 Exemptions 151 Social contribution rates 151 Workplace accident insurance 152 Russian labour law 153 Sanctions for non-compliance 155 18 Appendices Appendix 1: Useful addresses and telephone numbers 157 Appendix 2: Exchange rates (as of year’s end) 162 Appendix 3: Treaty withholding tax rates 163 Appendix 4: Blacklist of jurisdictions approved by the Ministry of Finance 170 Appendix 5: Blacklist of jurisdictions approved by the Federal Tax Service 171 States 171 Territories 171 Appendix 6: Compliance calendar 172 EY in the CIS 179 6 Doing business in Russia Doing business in Russia 7 Welcome to 1Russia 8 Doing business in Russia Like the rest of the world, Russia had to disruptions in supplies and increased fight economic headwinds in 2020 amid food production costs drove inflation up. the disruption caused by the Covid-19 1.9% In the corporate sectors, companies pandemic. However, support measures postponed new investment projects is expected growth of Russia’s taken by the government alleviated the amid rising uncertainty. As a result, fixed economic impact of the crisis: Russia’s GDP in 2021. capital investment declined 4.1% in the GDP is expected to contract 3.9% in first 9 months of 20205. The level of 2020 and projected to gain 1.9% in inward foreign direct investment also 2021. During the harsh second wave remained subdued in 2020. of the pandemic, the Russian economy showed strong resilience, and the Regardless of short-term fluctuations, country demonstrated both the stability an EY survey for the Foreign Investment of its healthcare and social systems and Advisory Council in Russia (FIAC) 53% the robustness of its public finances.2 confirmed the strategic importance of of surveyed companies plan the Russian market for foreign investors. to increase their presence The consumer sector was the weakest The pandemic, commodity price on the Russian market. link for Russia in 2020. Transportation, volatility and macroeconomic instability entertainment and catering companies have not changed their opinion. The faced lockdown restrictions in the spring proportion of multinational companies of 2020 and had to lay off or furlough that view Russia as a strategic market part of their workforce. Companies is consistently high and has grown in other industries were cautious compared to 2019. 53% of surveyed about hiring new staff. As a result, the companies plan to increase their unemployment rate in Russia climbed presence on the Russian market. from 4.7% in January 2020 to 6.1% in November 20203, which is above International and domestic companies the 5-year average level. Increased have successfully coped with the unemployment, a competitive job market restrictions of the pandemic, transferring and economic uncertainty pushed employees to remote working and consumer confidence down, with people switching communications to online tending to switch to saving mode, channels. They intend to increase postponing non-essential spending. investment in technology but are looking to cut down on office maintenance costs. Despite lower demand for goods and Supporting people and organizations services, consumer prices increased affected by the pandemic is an important 4.9% in December 2020 year-over-year4, priority for international businesses which is the highest gain since 2017. operating in Russia, EY research shows. The depreciation of the Russian rouble, 2 Oxford Economics. Russia economic forecast, December 2020 3 https://fedstat.ru/indicator/57341 4 http://cbr.ru/press/event/?id=9492 5 https://rosstat.gov.ru/storage/mediabank/wahUjgZn/inv20.xls Doing business in Russia 9 General Business 2Information 10 Doing business in Russia Time Public holidays General facts Russia has 11 time zones.