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Redomicilation and registration of international holding companies in special administrative regions (SAR) in Russia

Consulting on redomiciliation as a new stage of capital amnesty (voluntary declaration of foreign assets by individuals). Assistance in registering an international holding company in special administrative regions, namely the territory of Russky Island (Primorye Territory) or Oktyabrsky Island (Kaliningrad Region).

Stage 0 — Consultation on Redomiciliation as a Capital Amnesty Instrument

We advise on whether or not your business meets the requirements of international holding companies, as well as discuss and work out redomiciliation stages.

Before redomiciliation, the following factors should be analyzed:

  • Does the foreign company have risks of being recognized as a tax resident of the Russian Federation (Article 246.2 of the Tax Code of the Russian Federation).
  • Whether or not the foreign company has an account with a foreign bank.
  • Is it necessary to first transfer the foreign company to an official jurisdiction (a foreign company shall be registered in a state that is a member or observer of the FATF and/or a member of MONEYVAL).
  • What is the form of the planned investment (at least RUB 50 mln).
  • Does the foreign company satisfy the criteria of international holding company recognition (for the purposes of obtaining tax benefits), namely:
    • Persons controlling an international company on the date of registration of this international company for the purpose of redomiciliation became controlling persons of such a foreign organization in the period before January 1, 2017 (Subclause 3, Clause 1, Article 24.2 of the Tax Code of the Russian Federation).
    • Willingness to provide financial statements and an auditor's report that does not contain a negative opinion or a refusal to express an opinion to the tax authority.
  • Is it necessary to prepare financial statements not only for the past period, but also on the date of international company registration as of the date preceding the registration date) for the purpose of determining the value of nternational company assets at the time of redomiciliation (Article 275.3 of the Tax Code of the Russian Federation).

Learn more about redomiciliation and requirements for international companies here >>

Stage 1 — International Company Registration in the SAR

  • We fill out and submit an electronic application to the management company.
  • We send you a list of documents to be submitted to the management company for international company registration.
  • We transfer a package of documents to the management company depending on the special administrative region (Oktyabrsky Island — by POA, Russky Island — to a management company representative in Moscow).
  • We receive documents on international company registration.
  • When registering an international company as a joint-stock company, we register the issue of securities.

According to our information, management company operation features are as follows:

  • International Company registration in Kaliningrad is carried out by Kaliningrad Region Development Corporation JSC.
  • The management company does not give advice, it only check the documents (subject to low workload), submit documents for registration and receive documents.
  • All registration documents are issued electronically. If you need to receive documents on paper, submit a request to the registration authority in Kaliningrad.
  • Documents for international company registration are transferred personally to a management company employee by POA (documents cannot be sent by mail).
  • The management company does not register the International Holding Company.

Stage 2 — Re-registration of an International Company into an International Holding Company in the SAR

To date, the procedure for International Company transformation into an International Holding Company is not fully detailed.

Price

From RUB 70,000 depending on the SAR and the international company form (LLC or JSC).

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