The presentation introduced the changes to follow in 2015, for example changes and legislation related to branch office accreditation and commercial secrets as well as regulations related to foreign employees, working conditions and personal data processing.

1. BUSINESS LAW – WHAT TO
EXPECT IN 2015
St. Petersburg / TaXmas Seminar 2014 / Pavel Antonov
House of Finland
4/12/141

2. IMPORTANT CHANGES IN THE
RUSSIAN LEGISLATION TO
FOLLOW IN 2015:
Amendments to Civil Code on legal entities and corporate procedures
New provisions on Branch and Representative Offices of foreign
companies
Employment issues, new legal requirements on foreign employees in
Russia
4/12/142

3. - Closed list of non-commercial legal entities is set
- Legal status of Associations and Unions is set
- Majority Participant bears responsibility for damages caused to legal
entity
- Decision on legal entity reorganization may be acknowledged invalid,
the reorganization itself – failed
Amendments to Civil Code as of
September 01, 2014 (by the Federal Law
of 05.05.2014 N 99-FZ)
4/12/143

4. - No need to specify full legal address of legal entity, new Branch and
Representative Offices of legal entity in Articles of Association (except
for obligatory registration at Unified State Register of Legal Entities -
“USRLE”)
- Articles of Association the only constituent document of any legal entity
Amendments to Civil Code as of
September 01, 2014 (by the Federal Law
of 05.05.2014 N 99-FZ)
4/12/144

5. More than one Director may be
appointed in a legal entity
4/12/145

6. Notary legalization of Shareholder /
Participant’s Minutes is required
(exception – Sole Shareholder /
Participant Decision)
4/12/146

7. From 1 January 2015 Branch and
Representative Offices of foreign
companies to be accredited by
new rules
4/12/147

8. - New requirements on the Regulations
- Deadline for the submission and review of an application for
accreditation
+ submitted to the accreditation authority not later than 12 months after the
adoption of the resolution on opening
+ accreditation should be performed within 25 business days
- Foreign personnel of Branches and Representative offices
+ number of foreign citizens to be employed should be approved by the
Chamber of Commerce and Industry (“CCI”) prior to the filing
- State Register of Branches and Representative offices to be
established
+ Register to contain main information on accredited Branches and
Representative offices
+ to be freely available in the public domain – more transparent for
counterparties
Federal Law No. 106-FZ of 5 May 2014 “On the
Introduction of Amendments to Individual
Legislative Acts of the Russian Federation” will
enter into force on 1 January 2015.
4/12/148

9. - Accreditation may be terminated by the decision of foreign legal entity,
or competent authority, if during the past 12 months
+ failure to submit reporting on taxes and duties
+ could not be found / contacted at legal address in Russia
+ did not perform transactions on the bank accounts
+ activities contravene Russian legislation, endanger sovereignty,
political independence, territorial integrity, or national interests
- Transitional period
+ accreditation expires after 1 January 2015 – apply during 30 calendar
days before expiration of accreditation to the competent authority for
the receipt of new unlimited accreditation
+ accreditation expires from 1 January 2015 to 31 January 2015 - apply
to the competent authority for the receipt of new unlimited
accreditation during the period from1 February 2015 to 28 February
2015
+ accreditation was until 1 January 2015 and does not expire before 1
April 2015 – file information to the competent authority for inclusion in
the Register by 1 April 2015
4/12/149

10. set out by Federal law dated 12 March 2014 №35-FZ “On the
amendments to the first, second and third parts of the Civil Code of
the Russian Federation and certain legal acts of the Russian
Federation”
Amendments to Federal Law dated
29 July 2004 №98-FZ “On
commercial secret” of October 01,
2014
4/12/1410

11. - “know-how” (production secrets) is defined as “information
which contains real and potential commercial value by virtue of
non-public nature” in order to protect rights in case of
disclosure
- employee not to disclose confidential information of the
employer and its counterparties, without their consent, including
this information in his own needs after termination of the
employment agreement (also applies to Director)
4/12/1411

12. Foreign citizens to prove their
Russian language skills,
knowledge of history and basics of
the legislation of the Russian
Federation
From January 01, 2015
4/12/1412

13. - Categories of foreign citizens to apply for
+ a temporary residence permit
+ a permanent residence permit (vid na zhitelstvo)
+ a work permit, or a patent
- Documents to prove the skills
+ a certificate issued by an authorized organization
+ a state document on education (not less than the basic general
education), issued by the educational institution in the territory of
the state, which was a part of the USSR, before 1 September
1991)
+ a document on education and (or) the qualification issued to
persons who have successfully passed the state final attestation in
the territory of the Russian Federation starting from September 1,
Amendment of Federal Law 115-FZ dated
25.07.2002 On Legal Status of the Foreign
Citizens in the Russian Federation by Article 15.1.
4/12/1413

14. - Foreign citizens arriving in Russia on the basis of a visa and
obtaining a work permit after January 1, 2015 - submit their
knowledge confirmation documents to the FMS within 30
calendar days after issuance of the work permit. Otherwise, the
work permit will be annulled
- Foreign citizens whose permanent residence permit (vid na
zhitelstvo) or work permit was issued before 1 January 2015
– to submit their knowledge document when applying for the
renewal of a previously issued permanent residence permit (vid
na zhitelstvo) or a work permit
- Certificate confirming the knowledge to be issued by
educational institutions in Russia or abroad that are included in
the list of educational organizations conducting an examination
in Russian as a foreign language, the history of Russia and the
basics of the legislation of the Russian Federation
4/12/1414

15. - Confirmation of knowledge on applying for a work permit is not
needed for:
+ highly qualified specialists
+ journalists working for media specifically for the distribution of
information in foreign languages
+ students studying full-time in Russia at institutions of professional
or higher education
- Confirmation of knowledge on applying for a temporary or
permanent residence permit (vid na zhitelstvo) is not
needed for:
+ those incapable or limited in capability
+ those under 18 years old
+ men aged 65 years and over
+ women aged 60 years and over
4/12/1415

16. + participants in a State program assisting the voluntary resettlement
to the Russian Federation of compatriots living abroad and their
family members resettled together in the Russian Federation
+ highly qualified specialists (“HQS”) and members of their families
applying for a permanent residence permit (vid na zhitelstvo) on
the basis of a HQS work permit.
- According to information from the website of the Russian Test
Consortium (http://testcons.ru), starting from November 17,
2014 the School of educational training of migrants RUDN
administers a complex examination in Russian language skills
and knowledge of Russian history and the basics of the
legislation of the Russian Federation
- The website of the Consortium provides information concerning
prior training for foreigners
4/12/1416

17. - The bill approved at the final reading on November 11, 2014 - foreign
citizens arriving in the RF on a visa-free basis will have the right to
work at legal entities on basis of a patent
- To obtain a patent, a foreigner will have to apply to the FMS within 30
working days from arrival personally or through an authorized
representative
- Two documents have been added to the obligatory documents for
obtaining a patent:
+ voluntary medical insurance policy valid in the territory of the RF for the
period of work
+ document confirming Russian language skills and knowledge of
Russian history and the basics of the legislation of the Russian
Federation
- A patent will be issued for 1 to 12 months with the possibility of
renewing it ONCE for 1 to 12 months.
Employment of visa-free foreign
citizens by legal entities on basis of a
“patent” (1)
4/12/1417

18. - These amendments will come into force starting from January
1, 2015
- Work permits issued before January 1, 2015 will be valid until
their expiry or annulment.
- Patents issued before January 1, 2015 will be valid until their
expiry or annulment, and will confirm the right of the foreigner to
perform labor activity for physical persons only. In addition,
the term of validity of a patent cannot be prolonged.
Employment of visa-free foreign
citizens by legal entities on basis of a
“patent” (2)
4/12/1418

19. - A fixed advance payment (set by regional governments) to obtain the
patent by a foreign citizen to be paid; according to preliminary data the
amount will be 2000–6000 RUR per every month of work.
- The Law authorizes regional governments to conclude agreements
with organizations that will carry out functions around the issue of
patents, dactyloscopic registration, testing. Thus, the foreigners could
be asked to pay for the services on obtaining a patent -
preliminarily up to 7500 RUR.
- A foreign citizen will be obliged to submit their certificate confirming
their Russian language skills and knowledge of Russian history and
the basics of the legislation of the Russian Federation at these
approximate prices:
+ Russian language examination - up to 3500 RUR
+ knowledge of Russian history and the basics of the legislation of Russia -
5000-6000 RUR (preliminary courses not included)
+ Total price for obtaining a patent in 2015 might be up to 31000-79000 for 1
Additional expenses for a
“patent”
4/12/1419

20. - From January 1, 2015 employees of Representative Offices
could be employed as highly qualified specialists (HQS).
Employment of HQS by
Representative Offices of foreign
companies
(entered by Federal Law № 106 dated May 5, 2014)
4/12/1420

21. 4/12/1421
№ Type of state duty
Before
January 1,
2015, RUR
Starting from
January 1,
2015, RUR
1 For an employment permit 6000 10000
2 For a work permit 2000 3500
3 For an invitation 500 800
4 For issuance or prolongation of a visa for exit from the RF 600 1000
5 For registration of a foreign national at the place of living in
the RF (with temporary and permanent residence permits)
200 350
6 For a temporary residence permit 1000 1600
7 For a permanent residence permit (vid na zhitelstvo) 2000 3500
8 For issuance or prolongation of a multiple entry visa 1000 1600
9 For acquisition of nationality in the RF 2000 3500
From January 1, 2015 the amounts of state duties for
acquisition of nationality in Russia,
as well as entrance/exit to/from Russia will be changed.

22. Assessment of working conditions
of employees
4/12/1422

23. - Required to add the information on working conditions to the Labor
Contract with employees
- Applies to employees engaged in hazardous work conditions, and
office workers
- Information to be included in the Labor Contract only after special
assessment of the working conditions of the workplace
- Categories of assessment for office workers:
+ optimal – Category 1
+ permissible - Category 2
- Categories of assessment for employees employed in manufacturing
(in hazardous areas):
+ harmful – Category 3
+ dangerous – Category 4
Amendments to Labor Code by the Federal
Law of 23.12.2013 № 426-FZ "On the
special assessment of working conditions"
4/12/1423

24. - a warning or administrative fine on the
Management (General Director) in the
amount of 1 000-5 000 RUB (repeated
violations –10 000-20 000 RUB, or
disqualification for a period of 1-3
years)
- for legal entities – penalties of 30 000-
50 000 RUB (repeated violations
–50 000- 70 000 RUB)
Penalties for employers for not including
provisions on working conditions (under
Point 5.27 of the Administrative Code
coming into force on 22.01.2015)
4/12/1424

25. - to be conducted by specialized certified companies during 90
working days at the employer’s office
- the assessment to be carried out within 6 months after the job is
created
- term of validity – 5 years
On January 1, 2014, workplace
certification was cancelled - special
assessment of working conditions adopted
4/12/1425

26. - For initially harmful and dangerous workplaces of Category 3 or 4
in the production sector, special assessment of the working
conditions is required before concluding a Labor Contract with
employees
- If the employer has previously held a certification of workplaces,
the special assessment of working conditions is not required until
the end of the validity of the previous certification of workplaces - 5
years
- Guarantees for employees
+ no guarantees for Category 1 and 2
+ Category 3 and 4 - additional vacation, reduced working day, etc.
On January 1, 2014, workplace
certification was cancelled - special
assessment of working conditions adopted
4/12/1426

27. - Amendments from January 01, 2015 to the Code of
Administrative Offences of the Russian Federation (Article
5.27.1.) introduce increased penalties for violation of the
evaluation procedure by the employer from January 22, 2015
+ a warning or administrative fine on the Management (General
Director) of 5 000-10 000 RUB (repeated violations – 30 000-40
000 RUB, or disqualification for a period of 1-3 years)
+ for legal entities – 60 000-80 000 RUB (repeated violations – 100
000- 200 000 RUB)
Responsibility of employers for not
conducting a special assessment of
working conditions
4/12/1427

28. - Federal Law dd 21.07.2014 N 242-FZ will enter into force on
September 1, 2016.
- The regulatory agency on personal data protection
(Roscomnadzor) having received court decision will be able to
block the company’s web page unless a company complies with
the new law. This authority will register entries in a special
registrar of violators.
- General administrative code penalties for violation of legislation
on personal data.
Servers should be in the territory of
Russia for processing of Personal
Data
4/12/1428

29. Impact of mutual sanctions on existing and new contracts
- Criteria for declaring certain circumstances to be force majeure
with regard to existing and new agreements
- Anti-sanctions clauses in commercial contracts.
MUTUAL SANCTIONS. Force-
majeure. Commercial risks. New
clauses in contracts.
4/12/1429

30. Thank you!
191015, Russia, St. Petersburg, Shpalernaya ul. 54
Phone:+7 812 325 82 94 (251)/cell:+7 921 424 97 99
pavel.antonov@accountor.ru
www.accountor.ru
4/12/1430

31. PASSION FOR
RESULTS
4/12/1431