Anti-crisis support to business

Issues of mobilisation of vehicles and other property

• Obligation to provide vehicles

  • Without a driver

  • With a driver (a provision on performing military transportation duty)

• Removal fr om storage of property included in the mobilisation reserve (see 1.6.4 and 1.6.5)

• Release of material assets fr om the state reserve - sale, transfer on a reimbursable or free-of-charge basis or in the form of borrowing material assets from the state reserve (refers to the expenditure obligations of the state, not the company)

• Borrowing and disbanding of material assets of the state reserve

Issues of performing mobilisation tasks

Issues of performing the state defence order

Liability issues

• Liability for non-fulfilment of duties: a person subject to liability / administrative / criminal

• Property liability for operations with material assets of the state reserve in connection with mobilisation (article 16 of the Federal Law "On the State Mobilisation Reserve")

• Tax administration

  • Issues associated with the performance of tax duties by mobilised persons

    • Registration of representation in tax legal relations in a case of the mobilisation of the chief executive officer, the chief accountant

    • Electronic powers of attorney in tax relations

• Default interest on overdue taxes

• Release from tax liability

• The possibility of obtaining a delay / deferral of payment for taxes and levies

• Documenting relationships with mobilised employees

  
  

  • Obligation to dismiss/keep jobs

  • From what point is an employee considered mobilised?

  • If the employee is absent, working on a remote basis?

• Documenting the relationships with persons temporarily replacing mobilised employees

• Specifics of business trips, shifts, remote work, vacations, etc.

• Specifics of the use of electronic document flow

• Obligations of a legal entity as the owner of equipment and special technical means in the conditions of mobilisation

• Mobilisation and force-majeure circumstances: is mobilisation a force-majeure circumstance that confers an exemption from sanctions for a failure to fulfil contractual obligations?

• Priority measures in cases when a company cannot fulfil its obligations under a contract in connection with mobilisation activities:

  • Mobilisation of all or key employees of appropriate qualifications, a restriction on movement for such employees who are registered for military service

  • Requisitioning of buildings, structures, communications, land plots, transport and other material assets in accordance with mobilisation plans

  • The failure of a company's main counterparty to fulfil obligations, such failure being caused by the circumstances mentioned in clauses a - b.

• The effect of contracts to which a directly mobilised person is a party, in particular security transactions (surety agreements, pledge agreements)

• A counterparty that is an individual entrepreneur (individual) has been mobilised. Main measures/actions and consequences

• Logistical tasks of the company in the light of the limitations caused by mobilisation: the need to deliver raw materials, goods, components between different regions in which the company's production facilities, warehouses and contractors may be located

• Post-mobilisation period: risks of the authorised representative of the mobilised person in connection with the transactions/actions performed by the representative on behalf of the principal

• How to ensure the work of a legal entity if the CEO and other key employees of the Company (owners) are mobilised?

• The CEO, owner, member/shareholder have been mobilised: what to do in advance and emergency response measures

• Signatories or authorised managers have been mobilised. It is necessary to ensure that all standard procedures are completed on time:

  • Making changes to the Unified State Register of Legal Entities (changing the single-member executive body and other necessary actions)

  • Bank account management, payment settlement, fulfilment of obligations, maintenance of payment discipline

  • Signing of contracts and other documents and transactions, including those related to the acquisition of assets, membership interests / shares

  • Providing personal explanations to the tax and other authorities

  • Participation in ongoing judicial and administrative proceedings

  • Acquisition/sale/delivery of commodities and materials

• Possible difficulties of the state accreditation of IT companies if the relevant specialists are called up within the framework of mobilisation

• Forms of delivery of the call-up notice (features of receiving legally significant messages on the Internet (“Gosuslugi” service, etc.)

• Clarifications regarding the grounds for postponement for IT workers

• How to ensure the release and use of electronic signatures (ES) i if key employees of the Company are mobilised or depart from Russia?

• How to ensure the issuing and use of powers of attorney,including machine-readable powers of attorney if key employees of the Company are mobilised or depart from Russia?

• Legal aspects of the relocation of key employees and IT specialists (IT departments) to other jurisdictions

• Features of absentee/remote voting at general meetings of participants/shareholders

• How to ensure compliance with licensing requirements and the implementation of licensed activities in a situation when key employees of the Company are mobilised or depart from Russia?

• Increasing risks of personal data leaks in the current conditions

• Current challenges of cross-border transfer and localisation of personal data in the current conditions

• The increasing risks of violating the confidentiality of information (state, banking, commercial secrets) in the conditions when the Company’s key employees are mobilised or depart from Russia

• Updating measures to protect the Company's commercially valuable information in the conditions of mobilisation or the departure of key employees outside Russia

• The possibility of classifying the Company among the subjects of critical information infrastructure (CII)

Performing a current tax obligation

• Tax administration

Registration of representation in tax legal relations in a case of the mobilisation of the chief executive officer, the chief accountant

• Taxation of operations for the transfer of equipment supplied by companies in accordance with mobilisation plans:

Is such a delivery a sales operation and is it subject to VAT? If not, what about VAT deductions and depreciation? If so, at what price and how to calculate income tax?

If such a delivery is not recognised as a sale, then who should have such property on the balance sheet? And who will be the payer of the transport tax?

And how should the return of such equipment be documented?

• Taxation of operations for the provision of buildings, structures, communications, land, transport and other material assets in accordance with mobilisation plans with the state compensating losses incurred by them

The same questions plus property tax

• Performing military transport duties

The same questions plus transport tax

• Taxation of transactions under agreements (contracts) for the implementation of mobilisation tasks (orders) in order to ensure the defence of the country and the security of the state

• Taxation of mobilisation preparation works that are not subject to compensation from state budgets, including the cost of maintaining capacities and facilities that are partially loaded (used) in production

• Taxation of operations within the framework of the implementation of a state defence order (SDO)

• State regulation of prices under an SDO and taxation of transactions and financial results under an SDO

• Taxation of operations relating to an SDO in the case of non-payment (the impossibility of payment) by the state customer

• Accounting for the costs of maintaining capacities that ensure the implementation of the SDO, in case of termination of supplies under the SDO

  • Taxation of personal income tax and insurance contributions of statutory payments / additional payments in favour of mobilised employees and/or their family members

  • Issues of accounting for profit tax on additional payments that companies can introduce for mobilised employees and/or their family members

  • Taxation by insurance premiums of monetary payments to citizens staying in the mobilisation human reserve

  • Tax consequences of providing assistance to "new" territories and the Armed Forces

Tax force majeure

• Default interest on overdue taxes

• Release from tax liability?

• The possibility of obtaining a delay / deferral of payment for taxes and fees?

Relations of credit institutions with mobilised borrowers

• Confirmation of credit holidays (if a regulation on credit holidays is adopted)

Pharmaceutical and medical sector

Determination of the probability of a call-up based on factors:

• Has served in the military / not served

• participated in combat operations / not participated

• Is there a military registration specialisation

• Is the rank of officer present?

• Age (1-2-3 category)

Issues related to receiving a call-up notice

• Forms for serving a call-up notice

• The obligation to receive a call-up notice

• Forms of serving a call-up notice – proper procedure

• Liability for non-receipt of a call-up notice (administrative/criminal?)

Tax administration

• Issues associated with the performance of tax duties by mobilised persons

  • Electronic powers of attorney in legal relationships

• Default interest on overdue taxes

• Release from tax liability

• The possibility of obtaining a delay / deferral of payment for taxes and levies

Issues with freedom of movement (meaning a "place of residence", which cannot be left without permission) – if there is an order for the region/if there is no order for the region – if applicable)

• Departure on a business trip (within Russia / abroad)

• Departure to a place of vacation (within Russia / abroad)

• Advising on new regulatory acts in the area of foreign currency regulation, including, among other things, on the Russian President’s Decrees regarding special economic measures and additional temporary measures of an economic nature.

• Assessing the possibility of counterclaims being set off and of using other ways to terminate obligations under foreign trade contracts or loan contracts concluded with non-residents.

• Identifying any prohibitions or restrictions on consummating foreign currency transactions.

• Providing support within the scope of interactions with foreign counterparties with a view to preventing violations of Russia’s foreign currency legislation.

• Analysing the prospects of challenging fines or having them reduced for non-compliance with foreign currency legislation; gathering evidence supporting the absence of fault in such offences.

Legal support in the area of legal relationships with credit institutions and other organisations of the financial market (crediting, trade financing, financial instruments, insurance, etc.)

• Providing legal support in the course of changing the structure of holding Russian assets to comply with current restrictions and retaining the ability to do business.

• Providing legal support for changing the corporate management system.

• Providing advice regarding the procedure for obtaining the required permits/consents to conclude transactions with foreign persons.

• Setting up companies and relocating production under the preferential regimes of the Free Port of Vladivostok, advanced development areas and special administrative districts in order to decrease the tax burden.

• Reviewing contracts with foreign counterparties, wh ere a contract cannot be performed taking into account sanctions and in the event of a force majeure, in order to develop a package of measures to mitigate losses.

• Providing advice regarding issues connected with the introduction of the Russian anti-sanctions legislation and measures for supporting business in various spheres, including real estate (among other things, issues connected with beneficial tax rates).

• Assessing the risks of a company’s operations being terminated (suspended) in connection with sanctions, the potential introduction of a mechanism for the external management of a foreign company, bankruptcy legislation, administrative and criminal law liability, and devising hands-on recommendations for how these risks can be mitigated.

• Developing a strategy for terminating company’s operations in the form of voluntary liquidation or by using the bankruptcy mechanism.

• Initiating and handling bankruptcy cases on the side of either a debtor or a creditor.

• Anti-crisis risk management in the context of the deteriorating financial standing of the company and/or its counterparties (mitigating the threat of liability for controlling persons, challenging transactions and actions aimed at performing same, or providing legal support in developing an anti-crisis roadmap).

• Providing support during the conclusion and performance of contracts in the context of sanctions and potential insolvency of parties to the transaction (assessing the risks of contracts being terminated, obligations being withdrawn from, performance being accepted when the counterparty defaults on its obligations, or when its operations are suspended).

Assessing existing and potential prohibitions and restrictions on the import or export of certain goods.

• Offering legal support during the re-registration/indexing of registered prices for vital and essential medicines.

• Providing legal support on matters concerning the accelerated registration procedure for medicines.

• Offering legal support during transactions to acquire/sell a business in the sphere of pharmaceuticals in Russia and the EAEU; assisting with restructuring the business of pharmaceutical companies.

• Advising on issues concerning changes in the procedure of the public procurement of medicines and medical devices.

• Recommending on state support measures for pharmaceutical companies (preferences, benefits, subsidies, Special Investment Contracts, agreements to protect and encourage capital investments, etc.).

• Advising on imports of non-registered medicines and medical devices.

• Providing legal support during audits of pharmaceutical companies within the scope of state control, representing companies in interactions with supervisory authorities.

• Protecting companies’ interests in cases concerning administrative offences in the pharmaceutical sector, including with regard to violating the rules for the circulation of vital and essential medicines, narcotic substances and precursors, or medical equipment.

• Advising on complicated issues concerning the registration, promotion and sale (including through marketplaces) of medicines, medical devices and dietary supplements.

• Providing legal support in handling complaints and court claims, including wh ere a contract cannot be performed or must be amended/terminated in connection with the circumstances; providing representation in courts of various levels.

• Legal assistance to IT companies with obtaining benefits and measures of support

• Services of setting up IT companies in order to obtain benefits and measures of support

• State accreditation

• Preparing clarifications and legal opinions on how sanctions-related restrictions should be complied with

• Conducting due diligence of Russian and foreign companies as to their compliance with legislation and the case law established against the backdrop of sanctions

• Implementing electronic document management

Today, more than ever, business needs to be kept up-to-date on the legislative agenda. With our digest we make sure that you do not miss out on any changes in legal regulation and that you tap into state support measures.