Legal digest (January 2018)
Legal Digest \ 23.01.2018

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1. The need to hold an ordinary general meeting of a company’s members

Please be reminded that an ordinary general meeting of an LLC’s members should be held between 1 March 2018 and 30 April 2018.

We advise you to do the following in advance: (i) notice should be sent to all members; (ii) the agenda should be developed, and (iii) a Resolution or Minutes of the general meeting of members should be drawn up. A general meeting of company’s members should be held a minimum of two months and a maximum of four months after the end of the financial year. The general meeting should approve the financial statements for the previous year.

Legislation has established all compulsory items of the agenda for a meeting, as well as the requirements for the documentation that needs to be drawn up in connection with the meeting.

Acsour will draw up for you all the necessary documents for holding a general meeting of members.


2. The Prosecutor’s Office has published its list of scheduled inspections for 2018

The Russian General Prosecutor’s Office has placed a summary plan of inspections for 2018 on its official website.

Over 350 business entities have been included in the list of scheduled inspections of legal entities and individual entrepreneurs for 2018.

We remind you that a prohibition on scheduled inspections with respect to small business entities was introduced from 1 January 2016 until 31 December 2018.

To find out whether your company has been included in the plan of inspections, please enter your principal state registration number, taxpayer’s identification number, company name and address in the corresponding columns of the online service at the website of the General Prosecutor’s Office.

A company or an individual entrepreneur believing that their inclusion in the annual plan of inspections is unlawful may file an application with the relevant supervisory authority seeking to be excluded from the annual inspection plan.

Acsour’s experts will help you to prepare to undergo inspections of state authorities.



3. A growth in the number of statistical reporting forms

In 2018, companies will have to submit even more reports to the Federal State Statistics Service (abbreviated in Russian as ‘Rosstat’).

Rosstat has approved new forms of statistical reports for 2018. Formerly, the majority of the reports were filed with the tax inspectorate and extra-budgetary funds. Today, statistics authorities require more statistical reports to be filled in. Such reports include those that are mandatory for all companies engaged in business operations and those to be filled in only by certain companies depending on the type of their business or on sampling.

Some companies are forced to submit more than 20 reports to statistics authorities every year. To check which forms your company need to submit, please click here.

At present, a failure to submit or to timely submit reports to Rosstat triggers a fine of between RUB 10,000 and 20,000 for a company’s officers and between RUB 20,000 and 70,000 for companies themselves. In the case of a repeated violation, the fines will be higher: RUB 30,000 to 50,000 for an officer of a company and RUB 100,000 to 150,000 for companies, per each report.

Acsour’s experts are ready to assist you with preparing statistical reports and submitting them on time.


4. Legal entities are more often checked in terms of whether they a ‘large-scale’ registration address

Russian legislation bans the state registration of legal entities at what are known as ‘large-scale registration addresses’. The Federal Tax Service monitors compliance with this requirement.

In the opinion of the Federal Tax Service, the criterion for a ‘large-scale’ registration address means that five or more legal entities are located at the address. Such addresses fall to be inspected by a registration authority as to the reliability of the addresses.

According to the Russian Supreme Commercial Court, the unreliability of information is attested to not only by five or more legal entities at the same address, but also no connection with the ‘neighbours’ (the company’s representatives are not located at the address, and correspondence is returned marked as “company no longer at this address” or “the retention period has expired”).

Thus, the entry in the Unified State Register of Legal Entities of a note concerning unreliable information or a refusal of the Federal Tax Service to register a company at the address of an administrative building where over five legal entities are located may be challenged in court. The argument may be put forward that the absence of a connection with other companies located at the address has not been proven.

To check whether a registration address is ‘large-scale’ in nature, please visit the website of the Federal Tax Service.

Acsour’s experts are ready to advise you on any registration issues that a legal entity faces.


5. The Federal Tax Service’s new electronic service for the quick registration of business

It is now possible to use the website of the Federal Tax Service to register a limited liability company with a single member without spending any extra time and money on the collection of documents.

The Federal Tax Service has reported that the service generates, based on a registered taxpayer’s own data, the documents necessary for state registration (a decision to register an LLC, a charter, a payment document and an application). Data from the taxpayer’s Personal Account will be integrated from the Federal Tax Service’s portal or from the State Services website.

The founder only has to sign the documents with an electronic signature and send them by means of the service. The result of state registration may also be obtained electronically or in hard copy.

Users who do not have an electronic signature may print out the documents and file them for state registration in accordance with the general procedure.

Acsour’s experts will answer all your questions regarding the state registration of a legal entity.


6. Recommendations of the Russian Pension Fund in terms of private individuals investing their pension savings

The activity of private pension funds striving to attract as many clients as they can traditionally increases at the beginning of the year.

In this regard, the Russian Pension Fund has once again issued a reminder that, if you have decided to transfer your pension savings to a private pension fund, you should exercise maximum care in selecting it. When choosing a private pension fund, you should follow the recommendations below:

The following are important:

  • never tell anyone your insurance number of your individual ledger account (abbreviated in Russian as SNILS), unless you are confident that you are telling a representative of a state authority or your employer; nor should you indicate your SNILS further to a request on various websites;
  • if you change your pension fund more often than once in five years, the savings will be transferred without all or part of the return on the investment.

At present, there are three methods to apply for the transfer of pension savings to a different management company or a different pension fund:

  • by using the customer service of the Pension Fund of Russia or a Multipurpose Centre for State and Municipal Services: an application may be filed personally or through your legal representative;
  • via the Internet: on the portal of state services or on the website of the Pension Fund of Russia. In both cases, the application should be signed by an enhanced encrypted and certified digital signature;
  • by post: in this case a notary should verify the identity of the citizen and the authenticity of his or her signature.

If a Russian citizen has never applied for the transfer of pension savings to a private pension fund, his or her savings will be formed through the Pension Fund of Russia and will be invested by the state-owned management company Vnesheconombank.

Acsour recommends that you exercise great care in managing your personal finances.