Redomiciliation of foreign companies to a SAR

Redomiciliation of foreign companies to a SAR

Pepeliaev Group is ready to provide the following legal services to a foreign company in connection with redomiciliation to Russian special administrative regions (abbreviated as ‘SARs’) (specifically, to Oktyabrsky and Russky islands located in Kaliningrad Region and in Primorye Territory, respectively).

Deciding on whether redomiciliation is prudent

  • Analysing the companies’ corporate structure and principal businesses in order to identify the Target Company for redomiciliation.
  • Assessing whether the benefits existing in the SARs are applicable to the client. Identifying the advantages of a SAR as compared with other jurisdictions for potential redomiciliation.

Checking whether redomiciliation is practicable

  • Checking the tax residency of the Target Company from the perspective of the risks of it being recognised as a Russian tax resident for the periods before redomiciliation (2 to 3 years), which may result in the denial of carrying out the procedure or a subsequent refusal to grant the status of a SAR resident and additional assessment of Russian taxes, including withholding tax.
  • Testing the control for the purpose of CFCs (controlled foreign companies) and redomiciliation to the relevant SAR (‘corporate’ and ‘actual’ control).
  • Checking whether redomiciliation (including transit redomiciliation) to the SAR is practicable for the Target Company; identifying milestones of the procedure. Carrying out joint work with foreign professionals from the relevant countries.
  • Conducting a test of whether redomiciliation is possible from SARs to other jurisdictions the client has proposed.

Developing a detailed road map:

  • Choosing the best legal and organisational form for the future international company considering the specifics of the business in the current jurisdiction.
  • Assessing the need to bring corporate documents and the corporate management structure into line with imperative provisions of current Russian corporate legislation.
  • Developing a detailed road map for redomiciliation based on the requirements of local legislation (a separate analysis of the obligations of the Target Company and corporate procedures).

Providing legal support during redomiciliation, including engaging foreign professionals

  • Evaluating (re-evaluating) the assets and liabilities of the Target Company.
  • Identifying the assets which are being transferred together with the company to the SAR and/or to other members of the group.
  • Preparing the set of registration documents.
  • Amending the organisational structure and corporate documents, if necessary.
  • Providing legal support during the issue/conversion of stock.