In Russia, the most relevant measures for companies include:
Changes to the form and timing of annual general meetings of Russian companies in 2020
A new law came into force to lift the ban on holding annual general meetings of shareholders of joint stock companies (JSCs) in the form of absentee voting in 2020.
Limited liability companies (LLCs) still have to hold the annual meeting in the form of joint presence; however, in relation to annual meetings to be held in 2020, the deadlines for both LLCs and JSCs have been postponed to 30 September 2020.
Free from net asset testing
Generally, the net assets of any JSC or LLC must be equal to or above the level of its charter capital as at the end of each of the last 2 financial years (or any 3 years since incorporation). If a company fails to meet this requirement, it must decrease its charter capital to the actual level of its net assets. Otherwise, the company may have to be wound up.
However, Federal Law No. 115-FZ exempts FY2020 from this net asset-testing requirement.
Repayment Moratorium Period
Until 30 September 2020 affected small- and medium-sized enterprises (SMEs) will be entitled to ask for a moratorium on loan repayment (or reduction of repayment amounts) for a period of up to 6 months (the “Repayment Moratorium Period”). During the Repayment Moratorium Period lenders may claim no penalties, prepayments or enforcement of security. After the end of the Repayment Moratorium Period, borrowers will be obliged to repay all principals and interests accrued during the Repayment Moratorium Period in accordance with the terms of their loan agreements effective before the Repayment Moratorium Period.
Introduction of reduced social contribution rates for SMEs
With effect from 1 April 2020, SMEs enjoy reduced social contribution rates in Russia. The cumulative social contribution rate applicable to SMEs is now 15% (instead of the normally applicable 30%) and applies to all salaries exceeding the minimum monthly salary.
Suspension of tax audits
The initiation of new, and the continuation of ongoing, field tax audits will be suspended until 1 June 2020. Similar measures apply to transfer pricing and currency control audits. Penalties for late submission of tax reporting or other information or documents to tax authorities will not apply during this period.
Extension of tax reporting deadlines
All Russian taxpayers will enjoy the deferral of tax reporting deadlines in Russia.
These relief measures are covered in more detail in other CMS publications (see our COVID-19 page). More generally, directors’ duties remain as before, as set out in the rest of this guide. The key duty is to promote the success of the company for the benefit of its members as a whole, and that should be the guiding principle for all actions taken by directors.