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26.05.2025

Important! Increase of fines for violations in the field of personal data processing

Dear colleagues,

please note that starting from May 30, 2025, amendments to the Code of Administrative Offenses of the Russian Federation will enter into force, which will significantly increase fines for legal entities and individual entrepreneurs for failure to submit a notification to the Federal Service for Supervision of Communications, Information Technology and Mass Media (Roskomnadzor) concerning the processing of personal data of their employees (as well as other categories of persons whose data was received and is subject to processing). In this case, the processing of personal data means any actions with data, including collection, recording, systematization, storage, updating, distribution, deletion.

 

These changes are relevant for all employers, since by default any organization or individual entrepreneur with employees processes the personal data of employees (full name, passport data, salary data, etc.), and therefore must be registered accordingly in the register of operators of Roskomnadzor.

Prior to the aforementioned changes entering into force, organizations committing a violation of such rules could be subject to a warning or a fine of up to 5 000 rubles in accordance with Article 19.5 of the Code of Administrative Offenses of the Russian Federation. In practice, however, the supervisory authority would usually limit itself to requiring notification to be submitted within the specified time period.

 

Starting from May 30, 2025, the fines for failure to submit a notification to Roskomnadzor will be as follows:

– for company officials and individual entrepreneurs – from 30 000 to 50 000 rubles;

– for legal entities – from 100 000 to 300 000 rubles.

Therefore, if your company has not yet sent the relevant notification to Roskomnadzor, it must be submitted as soon as possible. You can check whether your company is included in the register of Roskomnadzor by following this link.

 

The notification can be sent to the department on paper, through the Unified Identification and Authentication System on the internet Portal of Government Services, or in electronic form using a qualified electronic signature.

 

We also recommend that you read the department’s comments and answers to frequently asked questions.

 

We are ready to help prepare a personal data processing notification and support you in promptly sending it to Roskomnadzor.

 

We will be happy to answer your questions.

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Nadezhda Maskaeva

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Сhanges in transfer pricing and notifications of controlled transactions

Dear colleagues,

 

A year earlier we have informed you of major changes in transfer pricing effective from 01.01.2024 (link). We kindly remind you the main aspects and inform of the recent innovations:

 

1. Withholding tax on services of foreign related parties

We kindly remind you that withholding tax of 15% shall on mandatory basis be withheld from services of foreign related parties – residents of the country with which the DTT has been suspended.

 

On April 7, the Ministry of Finance officially updated the list of countries with relevant information of current DTTs, in particular, the information on the termination of the DTT with the UK on its initiative was added, in which regard a separate information message was also published.

For transactions with companies from countries with continuing DTTs, it is necessary to study the terms of the international agreement.

 

2. New format for notification of controlled transactions

On December 28, 2024, the Federal Tax Service issued the Order No. ED-7-13/1088@ “On approval of the form, procedure for filling out and format for submitting a notification of controlled transactions in electronic form” dated December 02, 2024, and on March 13, 2025, the Tax Service issued clarifications (Letter of the Federal Tax Service of Russia dated March 13, 2025 No. ShYu-4- 13/2827@* (ШЮ-4-13/2827@) on ensuring the proper application of the Letter of the Federal Tax Service of Russia dated May 25, 2022 No. ShYu-4-13/6384@* (ШЮ-4-13/6384@).

 

One of the key points is that for transactions proceeded after January 01, 2024, the taxpayer is to specify in the notification of controlled transactions (and in the documentation submitted at the request of the Federal Tax Service of Russia or in accordance with the paragraph 8 of the Article 105.15 of the Code) the applied transfer pricing method (as provided for in the Chapter 14.3 of the Code or a combination thereof) used to justify the market price level in the controlled transaction.

 

The changes also imply the disclosure of more information about controlled transactions, including prices in transaction chains (applicable to previous purchase / subsequent sale) for certain categories of transactions (for instance, exchange goods).

 

We kindly remind that for transactions proceeded in 2024, the notification in the new format is to be submitted not later than on May 20, 2025.

 

Non-submission by a tax payer to the tax authority within the prescribed time limits a notification of controlled transactions proceeded within one calendar year, or submission by a taxpayer to the tax authority of a notification of controlled transactions including unreliable information, shall entail a fine of RUB 100,000. Non-submission by a taxpayer to submit documentation regarding a specific transaction (group of similar transactions) within the prescribed time limits shall entail a fine of RUB 500,000.

 

3. Verification of transactions with a foreign “unrelated” counterparty

We kindly remind that since January 1, 2024, transactions with “unrelated” companies registered in countries in the offshore zones list may be automatically classified as controlled transactions for transfer pricing purposes (since July 1, 2023, the list of offshore zones was expanded to 91 jurisdictions by the Order of the Ministry of Finance of Russia dated June 05, 2023 N 86n and includes, for example, the countries of the European Union, Great Britain, Japan, the USA).

Regardless of the actual interdependence of the parties, the transaction will be recognized as controlled transaction if the income for the calendar year exceeds the limit of RUB 120 million.

 

Exceptions are being made for transactions, where one of the counterparties is a resident or a tax resident of a foreign state with which the Russian Federation has a DTT, the effect of which was suspended by the Decree of the President of the Russian Federation, when:

  • transactions were concluded before March 1, 2022,

  • the procedure for determining prices and (or) pricing methods (formulas) applied in such

    transactions remain unchanged after March 1, 2022,

  • transactions are not recognized as controlled transactions in accordance with the criteria in

    effect as of March 1, 2022.

 

4. Updated list of countries which tax authorities conduct an automatic exchange of information

On December 20, 2024, the Federal Tax Service published an Order No. ED-7-17/915@ dated October 30, 2024 “On approval of the List of foreign states (territories) whose competent authorities automatically exchange country-by-country reporting”.
We kindly remind that the effective order of the Federal Tax Service of Russia dated December 20, 2022 No. ED-7-17/1226@ became void with the adoption of the above-mentioned document.

 

The current version specifies 45 countries and 10 territories with which automatic exchange is carried out, which is amended compared to the previous list in terms of the exclusion from this list of a number of “unfriendly” European countries, which have ceased to carry out automatic exchange of country-by-country reporting with the Federal Tax Service of the Russian Federation (for example, Germany, France, Luxembourg, Italy, Spain, Greece and other countries).

 

We kindly remind that subsidiaries – residents of the Russian Federation, which parent companies are registered in jurisdictions with which automatic exchange has ceased, may have to submit a country-by-country reporting upon request from the tax authorities.

 

Non-submission a country-by-country reporting within the within the prescribed time limits either submission of a country-by-country reporting including unreliable information entails a fine of RUB 100,000 for periods before 01.01.2024 and a fine of RUB 1,000,000 for periods starting from 2024 (the fine may be applied to one calendar year).

 

We have been working with transfer pricing for many years and are engaged in preparing documentation for our clients.

We will gladly support you in the process of preparing documentation and answer questions that arise in connection with the changes specified.

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Olga Kireeva

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Regular (annual) general meeting of LLC participants

Dear Colleagues,

please note that in accordance with Article 34 of the Federal Law dated February 08, 1998 No. 14- FZ “On Limited Liability Companies” it is necessary to hold an ordinary (annual) general meeting of LLC participants in the period from March 01 to April 30, 2025 to approve the results of the previous year (annual reports and annual accounting (financial) statements).

 

Penalties may be imposed for failure to convene a meeting within the specified deadline. According to clause 11 of Article 15.23.1 of the Code of Administrative Offenses of the Russian Federation, unlawful refusal to convene or evasion from convening a general meeting, as well as violation of the requirements to the procedure for convening, preparing and holding general meetings of LLC participants shall entail the imposition of a fine. For officials (general directors) it ranges from 20,000 to 30,000 rubles, for legal entities – from 500,000 to 700,000 rubles.

 

Previously we informed you about changes in the procedure for holding meetings of participants of Russian LLCs starting March 01, 2025. We would like to remind you that the legislation establishes a prohibition on holding the ordinary general meeting of participants as an absentee meeting. During the COVID-19 pandemic, absentee voting at the annual meeting was possible, but the prohibition is now back in force.

 

In 2025, it is permitted to hold an annual general meeting of participants through combining absentee voting by ballot with a physical meeting (with some of participants present in person).

 

We will be glad to support you in preparing and holding an ordinary meeting to approve the results of the year by the general meeting of LLC participants, as well as to prepare the relevant minutes of the meeting or a resolution of the sole participant of the company.

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Your contacts on this topic:

Maria Matrossowa

Nadezhda Maskaeva

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On March 26, for the seventh time in a row, the international magazine RBG, with the support of the Chamber of Commerce and Industry of the Russian Federation, held an award ceremony for the winners of the “Russian Business Guide. PEOPLE OF THE YEAR” award. Over the years of its existence the award has gained wide popularity and support among the business community becoming a significant award for domestic business, and has made an important contribution to the popularization and support of the business community. The status of the award is recognized both in Russia and abroad.

 

The award winners are not just successful entrepreneurs, public figures and opinion leaders but also true innovators who make a significant contribution to the development of business and the economy of Russia.

 

The swilar group of companies was recognized as the winner in the nomination “Best HR and Outsourcing Services Provider”.

 

The Managing Partner of swilar group Daria Pogodina highlighted the specifics of work in this area in an article in the latest issue of RGB:

 

“We see that in the conditions of general turbulence company management wants and must focus on solving operational business problems and at the same time is forced to develop new strategies or make adjustments to the plans being implemented. Of course, this leaves its mark on the expectations of companies towards their business partners: not just to work out tasks or, in the case of, for example, accounting outsourcing, to reflect documents but to point out proactively certain nuances and offer solution options. This fits perfectly into our concept of support, and this is precisely why, according to reviews, our clients value us. Of course, one of the most important areas of the past year was the constant monitoring of the situation with international payments and the search for the best solutions for clients. Performing, among other things, the functions of the treasury, we monitor and analyze the situation in this area with special attention.” We invite you to read the full article at the link.

 

We thank the organizers of the award for the high assessment of our work!

 

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Information on participants of a foreign organization for 2024 – submit before 03/28/2025

Dear Clients,

 

please pay attention that the term for submission of information on the participants of a foreign organization for 2024 expires on March 28th, 2025.

 

All foreign organizations and foreign structures without formation of a legal entity registered with tax authorities in the Russian Federation are obliged to inform the tax authorities of all direct participants and beneficiaries regardless of the share of participation, as well as of indirect participation of an individual or a public company (if their share exceeds 5%). 

 

The above-mentioned information is to be submitted to the tax authority not later than on March 28th each year. An exception is foreign organizations that are registered with a Russian tax authority only for provision of services in electronic form.

 

Non-submission or late submission of the information entails a fine of RUB 50,000.

 

You can find our earlier publications on this issue here and here.

 

We will gladly support you in preparing and submitting information on the participants/beneficiaries of a foreign organization to the tax authorities.

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Сhanges to corporate legislation: holding of meetings in companies

Dear Sirs or Mesdames,

we would like to inform you about the changes in the field of corporate law which will be important in the nearest time. 

From March 01, 2025, significant new developments made by the Federal Law dated August 08, 2024 No. 287-FZ will come into force. A number of changes relates to limited liability companies (LLC). 

So, the rules of holding general meetings of LLC participants have been amended, the related terminology has been changed. New rules will be applied, namely, while holding the annual meetings of participants according to the results of the year 2024. 

Main changes are as follows:

The expression “general meeting” has been changed to “adoption of a resolution by the general meeting” or “meeting or absentee voting for adoption of a resolution by the general meeting”.

The meeting chairman will be elected only if the company does not have a Board of Directors (Supervisory Board). If it exists, the Chairman of such Board of Directors will take chair. 

The forms of the general meeting will be as follows: 

  • a meeting, possible with remote participation; 
  • absentee voting, incl. by e-bulletins; 
  • a meeting combined with absentee voting. 

In case of remote participation: 

  • participation will be executed using electronic/technical communications; 
  • a possibility is established to attend a meeting at the place of its holding or to hold a meeting without determining a place of holding;
  • a possibility is established to make an online-broadcasting with access for the registered persons (upon a participant’s demand the company is obliged to provide access to the broadcasting recording). 

Additionally, the rules of holding meetings combined with absentee voting have been fixed. Such meetings may be held in the cases stipulated by the company’s articles of association or by a unanimous resolution of all the company participants. Approval of annual reports and accounting (financial) statements is admitted at such meetings.

A separate article has been introduced dedicated to drafting and contents of the minutes of an LLC general meeting. It also stipulates that signing of the minutes by the secretary of the meeting will not be required.

Furthermore, a procedure was established in relation to adopting resolutions by the Board of Directors (the supervisory authority which is formed when it is stipulated by the articles of association). This authority may adopt resolutions at meetings (including those with remote participation) or by means of absentee voting. Similarly to meetings of company’s participants, meetings of the Board of Directors will be held with the possibility of personal attendance at the place of their holding as well as without determining such place.

The quorum when adopting Board resolutions will be not less than 1/2 of the number of Board members (if the greater number is not stipulated by the articles of association). The meeting may be combined with absentee voting.

The minutes according to the results of the meeting or the absentee voting will be prepared not later than 3 calendar days after the meeting or the end of document acceptance from the Board members (in case of absentee voting).

We will be happy to answer your questions arising in connection with the specified changes.

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Maria Matrosova

Nadezhda Maskaeva

Senior Project Manager OOO SVILAR

nadezhda.maskaeva@swilar.ru +7 495 648 69 44 (ext. 306)

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